The Corporate Service Providers Act 2024, which came into effect on 9 June 2025, introduced stricter requirements for corporate service providers and individuals acting as nominee directors by way of business.
For years, foreign founders entering Singapore could easily see the resident-director requirement as one more incorporation box to tick. Find an eligible local individual, complete the appointment and move on to the business itself. That approach is far less workable today.
Regulatory changes introduced from 2025 have brought much closer scrutiny to how commercial nominee-director arrangements are offered, assessed and recorded. Corporate service providers now carry clearer obligations when arranging such appointments, while companies face tighter disclosure and record-keeping duties.
For overseas business owners, the key question is therefore no longer simply whether a Singapore company has a locally resident director. It is whether that appointment has been made through the right process, whether the individual is suitable for the role, and whether the arrangement continues to meet the latest ACRA requirements.
It is important to distinguish between a resident director and a nominee director. A resident director is a director who ordinarily resides in Singapore, while a nominee director is a director who is accustomed or under an obligation, whether formal or informal, to act in accordance with another person’s directions, instructions or wishes. A resident director is not automatically a nominee director, and a nominee director is not necessarily the company’s resident director.
Here Is What Singapore’s New Nominee Director Rules Mean For Businesses:
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The resident-director rule remains in force, but the appointment of a commercial nominee is now subject to stricter requirements.
Every locally incorporated company must continue to have at least one director who ordinarily resides in Singapore. ACRA reiterated in July 2026 that this local director is responsible for accountability in relation to key obligations, including annual returns and tax filings.
The change concerns how businesses appoint a nominee director in Singapore for remuneration. Under section 16 of the Corporate Service Providers Act 2024, a person acting as a nominee director by way of business must have the appointment arranged through a corporate service provider registered with ACRA, unless the person is a registered CSP themselves. This requirement does not mean that every director who receives remuneration is a nominee director.
Accordingly, the CSP Act Singapore regulates the service arrangement; it does not eliminate the residency requirement.
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A paid nominee is no longer merely a name used to complete the incorporation process.
Under the new rules, providers must assume greater responsibility for the individuals they recommend. A registered CSP nominee director must be assessed before appointment.
Under section 16 of the Corporate Service Providers Act 2024, the registered CSP must take reasonable steps to satisfy itself that the proposed nominee director is not legally disqualified from acting as a director and is fit and proper to act in that capacity.
The central question is therefore no longer, “Who can fill the position?” but rather, “Can this individual properly discharge a director’s statutory duties?”
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Being fit and proper involves more than completing an identity check.
The Corporate Service Providers Act 2024 and Corporate Service Providers Regulations 2025 framework is intended to prevent the misuse of companies and corporate structures.
Under section 16 of the Corporate Service Providers Act 2024 and regulation 11 of the Corporate Service Providers Regulations 2025, registered CSPs must consider whether the proposed nominee director:
- Has been convicted, whether in Singapore or elsewhere, of an offence involving fraud, dishonesty or other relevant offences;
- Is an undischarged bankrupt, whether in Singapore or elsewhere;
- Has a satisfactory record of previous conduct and compliance history in companies of which the individual has been a director; and
- Has the competency, capacity and capability to properly fulfil the obligations of a nominee director, taking into account the individual’s experience and existing commitments, including the number of existing directorships.
This is significant because a nominee remains a director under Singapore law. Instructions from a shareholder do not displace the nominee’s personal legal duties.
A proper appointment should therefore include appropriate screening, written records and a clear explanation of the nominee’s responsibilities.
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Nominee arrangements now generate a more comprehensive compliance record.
From 16 June 2025, companies required to maintain a Register of Nominee Directors must also submit the relevant information to ACRA’s Central ROND.
These filing requirements arise under the Companies Act 1967, as amended by the Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024. Companies exempted from maintaining the ROND must still notify ACRA of their exemption status through the prescribed electronic service.
By June 2026, ACRA had confirmed that a current nominee status is displayed on the company’s Business Profile as “ND”.
While a director’s nominee status is publicly disclosed through ACRA’s records, the identity and detailed particulars of the nominator are not available to the general public. Such information may be disclosed to prescribed public agencies for the administration or enforcement of applicable laws.
This provides banks, business partners and compliance teams with greater visibility without publicly identifying the person behind the nomination.
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Nominee records must be updated promptly when information changes.
Under section 386AKA of the Companies Act 1967, where a company is informed of a relevant change and provided with the prescribed particulars, it must generally update its private Register of Nominee Directors within seven days of receiving the relevant information.
The corresponding Central ROND filing must then be submitted within two business days after that update.
ACRA states that late Central ROND filings may result in prosecution and fines of up to S$25,000.
These ongoing disclosure obligations arise under the Companies Act 1967 and its associated regulations and complement the requirements imposed on registered corporate service providers under the Corporate Service Providers Act 2024.
Accordingly, nominee director compliance should be understood as an ongoing corporate-governance responsibility rather than merely an incorporation requirement.
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Unapproved commercial appointments may result in substantial penalties.
Under section 16 of the Corporate Service Providers Act 2024, any person who acts as a nominee director by way of business without the appointment being arranged through a registered CSP, unless the person is a registered CSP themselves, may be liable upon conviction to a fine of up to S$10,000.
A registered provider that arranges an appointment without being satisfied that the proposed director is fit and proper may face a fine of up to S$100,000 upon conviction.
Before selecting a firm for resident-director support, businesses should verify its registration status and assessment procedures rather than focusing solely on speed or cost.
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Director onboarding requirements became stricter again in May 2026.
ACRA updated Form 45 with effect from 6 May 2026. The revised form requires a proposed director to confirm that they have not been convicted of specified money-laundering offences, following the introduction of a new disqualification rule under the Companies Act.
The new disqualification provision is section 154(1)(a)(iii) of the Companies Act 1967, which concerns convictions for money-laundering offences under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992.
It also requires the proposed director to confirm that they understand their statutory duties, will use the company only for legitimate business purposes and acknowledge that unlawful use may result in regulatory or legal action.
These requirements apply generally to new director appointments and are not limited to nominee appointments.
Companies and corporate service providers must use the revised Form 45 for all new proposed director appointments and retain the completed form as part of the company’s statutory records in accordance with section 173C of the Companies Act 1967.
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Foreign founders should not equate local residency with a passive or nominal role.
The local resident director requirements in Singapore concern where a director ordinarily resides, but they do not create a figurehead position.
Although the 2025 reforms introduced additional safeguards for commercial nominee director appointments, they did not change the fundamental principle that nominee directors are subject to the same statutory and fiduciary duties as other directors, including the duty to act honestly and exercise reasonable diligence under section 157 of the Companies Act 1967.
ACRA has made clear that local directors remain responsible for the company’s statutory and legal obligations.
Overseas owners should provide the director with access to accurate corporate records, timely financial information and effective channels for raising concerns.
A nominee who cannot understand the business, access key documents or question unusual activity may be unable to discharge the role properly.
Conclusion:
The 2025–2026 reforms did not prohibit nominee arrangements. They made professional appointments more accountable, traceable and structured.
The Corporate Service Providers Act 2024 strengthened the regulation of commercial nominee director appointments, while amendments to the Companies Act 1967 enhanced transparency through nominee director disclosure and reporting requirements.
For international businesses, that raises the value of choosing a provider that treats incorporation, governance and continuing filings as one connected process.
At B-Wiz Partners, we approach resident-director support as part of a complete corporate compliance framework covering registration, secretarial and registered office requirements.
If you are establishing or reviewing a Singapore entity, get in touch with us. We can help you structure the appointment correctly, keep statutory records current and build your local presence on a sound compliance foundation.
