In Singapore company incorporation and cross-border structuring, the nominee director has long been a familiar but frequently misunderstood role. In practice, many people once viewed a nominee director as a purely formal appointment made to satisfy the local director requirement, and assumed that if the company was controlled by someone else, the nominee director would face little real exposure. After the June 2025 reforms, that assumption is no longer a safe one.
Singapore implemented the relevant reforms in two stages. The Corporate Service Providers Act 2024 took effect on 9 June 2025, while the Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024 took effect on 16 June 2025. ACRA states that these changes are intended to strengthen transparency and reduce the risk of legal persons being misused for money laundering, terrorism financing and other illicit purposes.
The starting point is straightforward: a nominee director is not an exempt director. ACRA has made clear that nominee directors carry the same legal obligations as other directors. In addition, section 157 of the Companies Act 1967 expressly requires a director to act honestly and to use reasonable diligence in the discharge of his or her duties. In other words, once a person is appointed as a director, that person cannot rely on the explanation that he or she was “only a nominee” to avoid the responsibilities of the office.
One of the most important post-June 2025 changes is that providing nominee director services by way of business is now much more clearly regulated. Under ACRA’s framework, a person acting as a nominee director by way of business must be arranged through a registered corporate service provider, or be a registered corporate service provider himself or herself. This means that loosely organised “professional nominee” arrangements that may once have been tolerated in practice are now subject to a more formal compliance structure.
The regulatory shift does not stop at registration. ACRA’s guidelines require registered corporate service providers to assess whether a proposed nominee director is fit and proper before arranging the appointment. The official guidance indicates that this assessment may include the individual’s integrity record, whether the person has the capacity to discharge the role, and whether the number of existing directorships is already excessive. ACRA specifically highlights that where a person holds more than 50 nominee directorships, further scrutiny should be applied to assess whether that person can realistically take on more.
At the same time, disclosure and filing requirements have become significantly more explicit. According to ACRA’s guidance, from 16 June 2025 companies must file information on their nominee directors and nominators with ACRA. Existing companies that were already in place before 16 June 2025 must complete their first filing by 31 December 2025. After that, any changes must be filed with ACRA within 2 business days after the company updates its internal register.
ACRA has also established the Central Register of Nominee Directors. Under the official guidance, the nominee status of a director becomes visible in certain public-facing records, such as the company’s business profile, although the nominators’ full particulars are not generally made public and are mainly available to public agencies for lawful purposes. As a result, nominee status is no longer merely a private arrangement reflected only in internal files.
From a practical standpoint, the most significant risk for a nominee director is not limited to fraud or money laundering. A more common exposure may arise from a failure to discharge director duties properly. A nominee director who does not understand the company’s business, does not know who truly controls the company, is unclear about the source of funds, or signs resolutions and filings without meaningful review may find it difficult to show that he or she acted honestly and with reasonable diligence. Section 157 does not create a safe harbour simply because the director was not the ultimate owner or operational decision-maker.
The real significance of the June 2025 reforms, therefore, is not that nominee directors have become unlawful. Rather, Singapore has placed the role within a more transparent, more regulated and more accountable framework. A nominee director can still exist, but the role can no longer sensibly be treated as a low-risk, purely nominal appointment. Anyone who occupies a board seat must be prepared to carry the responsibilities that come with being a director.
References
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ACRA: Legislative reform materials on the Corporate Service Providers Act 2024 and the Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024.
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ACRA: Official explanation that nominee directors have the same legal obligations as other directors.
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Singapore Statutes Online: Companies Act 1967, section 157.
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ACRA: Guidance on the Register of Nominee Directors and filing to the central register.
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ACRA: Guidelines for registered corporate service providers.
