The short answer
- At least one director must be ordinarily resident in Singapore: a citizen, permanent resident, or an eligible pass holder living here.
- A nominee director is a full director in law. They carry the same duties and liabilities as any other director.
- Only a corporate service provider registered with ACRA may arrange nominee directors, after fit and proper checks. Nominee status is disclosed to ACRA.
- A nominee alone does not make a company Singapore-resident for tax. For holding companies seeking a certificate of residence, it is not enough.
Who counts as resident
A director is ordinarily resident if Singapore is their usual place of residence: citizens, permanent residents, and pass holders (such as Employment Pass or EntrePass holders) with a Singapore address, subject to their pass conditions.
Your options
| Option | Works well when | Watch |
|---|---|---|
| A founder or employee relocates on an Employment Pass | The business has real operations here | EP eligibility and COMPASS. Strongest for substance |
| A trusted Singapore-based person joins the board | You have a network here | They carry real liability. Brief and insure them |
| An independent professional director | You want experience and real oversight | Paid role with genuine involvement. Good for substance |
| A nominee director from a registered provider | You need to meet the legal minimum while you build presence | Weak for tax substance. Expect deposits, indemnities and limits on what they will sign |
What a nominee director can and cannot do for you
- Can: meet the resident director requirement for incorporation and ongoing compliance.
- Cannot: be a puppet. Directors must act in the company's interest. A nominee who signs whatever arrives is breaching their duties, and the evidence trail hurts you.
- Cannot: carry a certificate of residence claim for a holding company on their own. From 2025, IRAS asks for a Singapore-based executive director who is not a nominee, a key employee or a related Singapore manager.
The law since 9 June 2025. Under the Corporate Service Providers Act 2024, only a registered corporate service provider may arrange a nominee director by way of business, after checking the person is fit and proper. Nominee director status must be disclosed to ACRA. Arranging one without registration is an offence.
Questions to ask before appointing one
- Is the provider registered with ACRA as a corporate service provider?
- What will the director review before signing, and how quickly?
- What deposit, indemnity or guarantee is required?
- What is the plan to replace the nominee with real Singapore presence?
What every director is signing up for
A director in Singapore, nominee or not, owes duties to the company: to act honestly, to use reasonable diligence, and not to misuse their position or information. Directors can be personally liable for some company failures, including insolvent trading in serious cases, unpaid CPF in some circumstances, and repeated failures to file. They can be disqualified if the company they serve is struck off for not filing, in some cases. A careful nominee knows this, which is why they will ask questions before signing and why a provider will expect a deposit and an indemnity.
An exit plan for the nominee
Most groups use a nominee for a period, not forever. A realistic plan looks like this:
- Months 0 to 3: incorporate with the nominee, open the bank account, start operations.
- Months 3 to 12: hire or relocate the first senior person, apply for their Employment Pass.
- Once the pass is issued: appoint them as director, hold the next board meeting in Singapore, and let the nominee resign.
- Update ACRA: file the change of directors and update the nominee register, within the time allowed.
Write this plan down at the start. It also answers the bank's question about who will be running the company.
Questions people ask
Who counts as a resident director?
Someone whose usual place of residence is Singapore: a citizen, permanent resident, or a pass holder such as an Employment Pass holder living here, subject to their pass conditions.
Is a nominee director liable like any other director?
Yes. A nominee director is a full director in law with the same duties and liabilities. Since 9 June 2025, only an ACRA-registered corporate service provider may arrange one, after fit and proper checks.
Is a nominee director enough for a certificate of residence?
Not for a foreign-owned investment holding company. From 2025, IRAS asks for a Singapore-based executive director who is not a nominee, a key employee, or management by a related Singapore company.
Talk it through with an adviser
Tell us your structure and deadlines. We reply with what applies to you and a fixed-fee proposal.
Sources
- ACRA: Submitting your application to set up a local company
- IRAS: Applying for a certificate of residence
- KNAV: Tax residency certificate in Singapore (IRAS criteria) (secondary source)
General information only, last reviewed 11 November 2026. It is not advice for your situation. Laws and practice change, and the official sources linked above prevail. Speak to a qualified adviser before you act. Northwise does not file with Indian authorities; India-side work is done by independent licensed firms.
