Two years of layered ACRA reform have reshaped what a nominee director service in Singapore actually involves. Since June 2025, a nominee director's status is flagged on the company's public Business Profile, and the arrangement itself can only be made through an ACRA-registered Corporate Service Provider. On 6 May 2026, a further tranche of legislation raised the maximum fine for director duty breaches from S$5,000 to S$20,000, added imprisonment as a possible sanction, and expanded the grounds on which a director can be disqualified for money laundering convictions.
None of this changes the underlying function of a nominee director, which remains satisfying the statutory requirement that every Singapore company have at least one locally resident director. What has changed is the visibility of the arrangement, who is legally permitted to arrange it, and the consequences of treating the role as passive rather than as a genuine directorship with full statutory duties attached.
This guide sets out what is now public and what stays confidential, the full 2025 to 2026 reform timeline, and what founders should verify before engaging a nominee director service.
Key Takeaways
A nominee director service provides an individual who satisfies Singapore's legal requirement that every locally incorporated company have at least one director ordinarily resident in Singapore. The nominee director carries the same statutory duties as any other director under the Companies Act 1967. That function has not changed. What has changed since 2025 is how the arrangement is disclosed and who is permitted to arrange it.
A foreign founder incorporating a Singapore company without a local director, whether a Singapore citizen, permanent resident, or Employment Pass holder with a valid Letter of Consent, cannot register the company without appointing one. A nominee director fills that specific statutory gap. The nominee does not typically participate in day-to-day operations, but retains full legal authority and responsibility as a director, including the ability to refuse an action if it would breach their duties.
The confusion many founders encounter is assuming that tighter disclosure rules mean nominee arrangements have become restricted or discouraged. They have not. Nominee arrangements remain a legitimate and widely used structure. What has changed is that the arrangement is now visible on the public record, and only a registered Corporate Service Provider may set one up on a commercial basis.
Since 16 June 2025, a director's or shareholder's status as a nominee is flagged on the company's Business Profile, viewable by anyone who purchases that company's profile through BizFile+. The identity of the nominator, meaning the beneficial owner the nominee acts for, is not made public. That information sits in ACRA's central registers and is accessible only to law enforcement and public agencies for legitimate regulatory purposes.
How the Disclosure Actually Works
A member of the public conducting a general people search on BizFile cannot see nominee status through that search function. The flag appears specifically on the purchased Business Profile of the company in question. This distinction matters in practice: nominee status is discoverable by anyone doing due diligence on a specific company, but it is not the kind of information that surfaces in a broad search across companies or directors.
What Stays Confidential: The Nominator's Identity
The Register of Nominee Directors and the Register of Nominee Shareholders themselves, along with the Register of Registrable Controllers, are excluded from Singapore's general policy of public register access. Every other standard company register, including the ordinary registers of directors, secretaries, auditors, and shareholders, is publicly accessible. According to ACRA's guidance on filing with the Central ROND and RONS, these three registers are the specific exception, and only ACRA, law enforcement, and authorised public agencies can access the full nominator details they contain.
Two Acts, passed together by Parliament on 2 July 2024 and phased into effect through 2025, built the current framework. The Corporate Service Providers Act 2024 restricted who may arrange nominee directors commercially. The Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024 created the central registers and the public disclosure flag.
Under the Corporate Service Providers Act 2024, from 9 June 2025 an individual may only be appointed as a nominee director "by way of business" through a Corporate Service Provider registered with ACRA. The registered CSP is required to assess the individual as fit and proper before the appointment proceeds. An individual arranging a nominee director appointment outside a registered CSP faces a fine of up to S$10,000, and a non-compliant CSP faces a fine of up to S$100,000.
Per ACRA's commencement notice for the Companies and LLPs (Miscellaneous Amendments) Act 2024, from 16 June 2025 companies must file their nominee director and nominee shareholder information with ACRA's central registers, rather than only maintaining the information in an internal private register as before. This is the provision that produces the public Business Profile flag described above. The same Act raised the maximum fine for failing to maintain or accurately file the Register of Registrable Controllers, Register of Nominee Directors, or Register of Nominee Shareholders from S$5,000 to S$25,000. Foreign companies operating as Singapore branches, previously exempt, must now also maintain a Register of Nominee Directors.
Existing companies had until 31 December 2025 to file their existing nominee arrangements with ACRA's central registers. Companies incorporated from 16 June 2025 onward must file nominee information at the point of incorporation. Any subsequent change to a nominee arrangement must be filed within two business days of the private register being updated, and no extension of time is available for these filings.
Parliament passed the Corporate and Accounting Laws (Amendment) Act 2025 on 5 November 2025, and ACRA announced on 16 April 2026 that a first tranche of provisions would commence on 6 May 2026. For nominee director arrangements specifically, the two most relevant changes are a substantial increase in the penalty for breaching director duties and an expansion of the grounds for director disqualification tied to money laundering convictions.
Section 157 of the Companies Act 1967 requires every director to act honestly, use reasonable diligence, and avoid improper use of information or position for personal advantage. Before 6 May 2026, breaching this duty carried a maximum fine of S$5,000. From 6 May 2026, the penalty under Section 157(3)(b) is a fine of up to S$20,000, imprisonment of up to 12 months, or both.
The reasonable diligence standard has been interpreted through case law as requiring a director to do more than lend their name to a register. In practice, it means:
A nominee director who attends no meetings, reviews no financials, and simply signs whatever is placed in front of them no longer sits in a low-risk category. The fourfold fine increase and the addition of a custodial sentence change the calculation for accepting or continuing a passive nominee arrangement.
Singapore's Companies Act already disqualified individuals from acting as directors on certain grounds, including undischarged bankruptcy and convictions for fraud-related offences under Sections 148 and 149. From 6 May 2026, that list expanded to include convictions for money laundering offences under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992. A person convicted under that Act is now automatically disqualified from holding a directorship of any Singapore company.
Because nominee directors must be arranged through a registered CSP, the obligation to verify that a prospective nominee is not disqualified on any ground, including this newly added one, sits with that CSP. A company that knowingly allows a disqualified individual to continue acting as director also carries its own regulatory exposure.
Practitioner's Note: The combination of a higher financial penalty, a custodial sentence, and an expanded disqualification list has a specific implication for nominee arrangements set up informally, outside a registered CSP, before June 2025. Those arrangements should be reviewed against the current rules rather than assumed to be grandfathered, since the fit and proper assessment and disqualification checks now expected of a registered CSP were not necessarily applied when the arrangement was first made.
Not every provision of the Act commenced on 6 May 2026. ACRA has indicated further tranches will follow, covering additional areas including public company and listed entity regulation. Audit reports for financial years ending on or after 6 May 2026 must also now name the responsible engagement partner, a separate governance change under the same Act that applies to audited companies generally rather than to nominee arrangements specifically.
Confirming that a nominee director service operates within the current rules involves three checks: the provider's CSP registration status, the fit and proper assessment applied to the nominee, and the terms of the nominee director agreement itself.
A registered Corporate Service Provider can be verified directly on BizFile. Any provider arranging a nominee director appointment on a commercial basis without this registration is operating outside the law, and the individual accepting the appointment through such a channel faces personal fine exposure regardless of the provider's own compliance status.
A registered CSP is required to assess a prospective nominee director as fit and proper before the appointment, and to check the individual against current disqualification grounds, including the CDSA-related grounds added in May 2026. Founders engaging a nominee director service should expect this assessment to have taken place and should be able to ask about it directly.
A well-drafted nominee director agreement sets out the scope of the nominee's involvement, the circumstances in which they will decline to act on an instruction, and the reporting the nominee will require to satisfy their own duty of reasonable diligence. Given the current penalty regime, an agreement that does not anticipate any active involvement from the nominee is a structure worth re-examining before it is relied upon.
The public disclosure change that took effect in June 2025 is often the detail founders ask about first, but it is not the change with the largest financial consequence. That distinction belongs to the May 2026 increase in director duty penalties, since it applies to every nominee director regardless of whether their arrangement is old or new, disclosed or not yet filed. A nominee director service set up correctly through a registered CSP, with a nominee genuinely exercising reasonable diligence, is unaffected in substance by any of these changes. A passive arrangement that predates 2025 and has not been reviewed against the current rules carries meaningfully more exposure than it did two years ago.
Further phases of the 2025 Act are still to be announced, and companies with nominee arrangements should expect the direction of travel, more disclosure, more verification, and higher penalties for passive compliance, to continue rather than reverse. For a broader view of how nominee arrangements fit into a foreign founder's overall setup, ATHR's 2026 roadmap for foreign company registration covers the wider incorporation picture this sits within.
Setting up a nominee director arrangement correctly, and keeping it compliant as the rules around disclosure and director duties continue to tighten, requires both the right registered channel and ongoing attention to the company's filing obligations with ACRA.
ATHR provides nominee director services as part of its Corporate Secretary services, alongside company incorporation support, covering the fit and proper assessment, ROND filing, and the ongoing register maintenance that keeps a nominee arrangement compliant under the current rules.
👉 Ready to set up or review your nominee director arrangement? Book a free consultation with ATHR today →
The ATHR Content Team is a group of professional writers from Singapore and the Philippines, committed to delivering informative, practical, and engaging content for business owners across Southeast Asia.
