If you are a foreigner incorporating a Singapore company and you have no local co-founder, the law will stop you at one step: you need a director who is ordinarily resident here before ACRA will register the company. A nominee director is how most foreign founders clear that hurdle. This is the working version of what we tell clients — what a nominee actually is, when you genuinely need one, the rules that now govern them, and what it costs.

What the law requires: Companies Act s.145

Section 145(1) of the Companies Act 1967 requires every Singapore company to have at least one director who is ordinarily resident in Singapore. This is not optional and there is no minimum-capital workaround. Where a company has only one member, that sole director may also be the sole member — but the resident-director requirement still applies.

The rule exists so that there is always a real, locally-accountable person ACRA and the authorities can reach. It applies from day one of incorporation: you cannot register the company first and find a resident director later. For foreign-owned companies with no Singapore-based founder, this is the single most common reason incorporation stalls.

Who counts as “ordinarily resident” (and the Employment Pass catch)

ACRA accepts a Singapore Citizen, a Singapore Permanent Resident, or a valid holder of an Employment Pass, EntrePass, Personalised Employment Pass, or Overseas Networks & Expertise Pass — in each case with a local residential address — as the ordinarily-resident director.

That list looks generous, but there is a catch that trips up most foreign founders. ACRA itself directs pass holders to confirm eligibility with their pass issuer, MOM — and MOM treats a directorship as work.

• An Employment Pass holder who takes up a directorship must have their employer apply for a Letter of Consent (LOC). Processing takes up to about five weeks.
• MOM generally grants the LOC only where the second company is related by shareholding to the EP holder’s sponsoring employer (and that link is reflected in ACRA records), and the directorship relates to the primary employment.
• For an unrelated company, the LOC application is referred to the relevant sector regulator and may be declined.

In plain terms: an EP holder cannot freely become the standalone resident director of a new, unrelated, foreign-owned company. That is precisely why foreign founders typically still need a nominee, even though EP holders appear on ACRA’s eligible list.

What a nominee director is — and what it is NOT

A nominee director is a locally-resident director appointed purely to satisfy the s.145 requirement on behalf of a nominator — the role is to meet a compliance obligation, not to run, manage, or own the business.

What a nominee director is not:

• Not a manager. They make no commercial decisions and have no operational role.
• Not a beneficial owner. They hold no economic interest in the company.
• Not a signatory for your day-to-day banking or contracts in the ordinary course.
• Not a secret arrangement. The nominee must disclose their nominee status and the nominator’s particulars to the company, which records them in the company’s registers.

The retained founders keep full control of the business through their shareholding and their own directorships. The nominee simply allows the box marked “resident director” to be ticked lawfully.

When foreign founders actually need a nominee director

You need a nominee director when no one connected to your company is a Singapore Citizen, PR, or a pass holder who can lawfully be appointed as the resident director at incorporation. The most common scenarios:

• A foreign founder (or wholly foreign founding team) incorporating a new Pte Ltd with no local presence yet.
• An overseas company setting up a Singapore subsidiary before any staff are hired locally.
• An EP holder whose LOC for the new directorship is unlikely to be granted because the company is unrelated to their sponsoring employer.

You do not need a nominee if you already have a Singapore Citizen, PR, or an eligible pass holder (with a valid LOC where required) willing to serve as a director. The nominee is a bridge, not a permanent fixture — see how to replace the nominee below.

The CSP Act 2024: nominee directors must go through a registered CSP

Since the Corporate Service Providers Act 2024 came into operation on 9 June 2025, a person must not act as a nominee director “by way of business” unless the appointment is arranged by a registered CSP that has assessed the person as fit and proper.

This is a significant change. A registered CSP must take reasonable steps to confirm the person is not disqualified under any written law, and must weigh prescribed factors such as conduct and compliance history, competency, and the number of directorships the person already holds. The fit-and-proper duty is assessed at the time of arrangement and is not applied retrospectively to existing appointments.

The penalties are deliberately steep:

All entities providing corporate services by way of business must register with ACRA as CSPs; existing Registered Filing Agents transition until their current registration expires. Practically, this means you should only obtain a nominee through a registered CSP — which Asprin is. A registered CSP is also subject to ACRA fit-and-proper and AML obligations under the CSP Act 2024.

A nominee’s duties and liabilities (why your deposit exists)

Nominee status does not exempt a director from any duty or liability — ACRA confirms the obligations under the Companies Act 1967 apply equally to all directors, including non-executive and nominee directors. A nominee carries the same statutory exposure as any other director, which is exactly why a refundable security deposit is part of the arrangement.

Core obligations the nominee is on the hook for include:

• Keeping proper accounting records (retained at least 5 years).
• Ensuring true-and-fair financial statements are prepared to accounting standards.
• Holding AGMs (unless exempt) and filing annual returns — including for dormant companies.
• Maintaining statutory registers and reporting changes to company officers or details within 14 days.

The stakes rose recently. Under the Corporate and Accounting Laws (Amendment) Act 2025, from the first-phase commencement on 6 May 2026 the maximum fine for a director’s breach of duty rose from S$5,000 to S$20,000, with serious breaches carrying a fine plus up to 12 months’ jail, and disqualification offences expanded to include money laundering under the CDSA.

The refundable security deposit is a commercial risk-mitigation device set by the CSP to cover this exposure — it is not a government-mandated fee. It is returned when the nominee is properly released, subject to the engagement terms.

What a nominee director costs in Singapore

Independent providers typically charge roughly S$1,800–S$4,000 per year for a nominee/resident director, plus a refundable security deposit commonly in the region of S$2,000–S$10,000 (some providers waive the deposit).

Asprin provides a nominee (resident) director from S$1,500/year, with a refundable security deposit required. That sits at or below the market’s lower end. The annual fee covers the appointment and the compliance role; the deposit is held against the statutory liability described above and refunded on proper release.

When comparing quotes, check three things: the annual fee, the deposit amount and refund terms, and whether the provider is a registered CSP (required for the arrangement to be lawful). Confirm the exact current fee and deposit terms with us before you commit — figures are quoted as a fixed fee for your specific case.

How to replace the nominee once you have your own resident director

A nominee is a temporary bridge: once you appoint your own ordinarily-resident director, you resign the nominee and the deposit is returned. The typical sequence:

1. Your own resident director becomes available — a Citizen or PR joins, or a founder relocates on an Employment Pass with a valid LOC where required.
2. Appoint that person as a director and file the change with ACRA within 14 days.
3. The nominee resigns once the company still satisfies s.145 without them.
4. The refundable security deposit is returned, subject to the engagement terms.

Most foreign founders keep a nominee only until their local hiring or relocation is settled.

Nominee director vs. relocating on an Employment Pass: which path fits you

A nominee director solves the resident-director requirement immediately; relocating a founder on an Employment Pass solves it permanently but is slower and conditional on MOM approval.

Many founders use both in sequence: a nominee at incorporation, then a relocated founder on an EP who takes over the resident-director role. See our Employment Pass eligibility and salary thresholds guide if you are weighing relocation.

FAQ: deposits, disclosure, and common misconceptions

Is the security deposit a government fee?

No. It is a commercial deposit set by the CSP to cover the nominee’s statutory liability, and it is refundable on proper release. It is not charged by ACRA or MOM.

Will my nominee arrangement be disclosed to ACRA?

Yes. Companies incorporated from 16 June 2025 (including foreign companies) and LLPs must submit controller and nominee information at incorporation, and existing companies were required to submit nominee-director and nominee-shareholder information by 31 December 2025. Unless exempt, companies file a Register of Nominee Directors (ROND) and Register of Nominee Shareholders (RONS) with ACRA. (Note: 16 June 2025 is the nominee-disclosure date — distinct from the CSP Act’s 9 June 2025 commencement.)

Can my nominee make decisions for my company?

No. A nominee’s role is limited to satisfying s.145. They do not run, manage, or own the business; control stays with the founders.

Can any local friend just be my resident director instead?

They can be a genuine resident director if they are willing to accept the duties and liabilities. But if they are acting as a nominee by way of business, the arrangement must go through a registered CSP under the CSP Act 2024 — an informal paid arrangement risks a fine of up to S$10,000.

Sources and further reading

• Companies Act 1967 s.145 — Singapore Statutes Online (resident-director requirement)
• ACRA — Requirements for local residency
• MOM — Taking up a secondary directorship (Letter of Consent)
• MOM — Can EP holders be directors in another company?
• ACRA — Registers of Nominee Directors and Nominee Shareholders
• ACRA — Company directors’ duties
• ACRA — Corporate Service Providers Act 2024
• ACRA — Companies/LLP (Miscellaneous Amendments) Act 2024 — nominee disclosure
• Asprin — How to incorporate a company in Singapore