Company Structures

Nominee Director Agreement

Two things must be understood before using this document. First, from **9 June 2025**, nominee director appointments made **by way of business** must be arranged through a corporate service provider registered with ACRA — arranging one outside a registered provider is an offence. Second, a nominee director owes the **same statutory duties as any other director** and cannot contract out of them.

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Resident director arrangements

Two things must be understood before using this document. First, from 9 June 2025, nominee director appointments made by way of business must be arranged through a corporate service provider registered with ACRA — arranging one outside a registered provider is an offence. Second, a nominee director owes the same statutory duties as any other director and cannot contract out of them.

Item	Detail
Company	[COMPANY NAME], UEN [UEN]
Nominee director	[NAME], [NRIC / FIN] [NUMBER]
Nominator	[NAME] — the person on whose instructions the nominee is accustomed to act
Arranged through	[CSP NAME], ACRA-registered corporate service provider, registration [NUMBER]
Appointment effective from	[DATE]
Fee	S$ [AMOUNT] per [annum]
Security deposit held	S$ [AMOUNT]
ROND entry made	[DATE] — register of nominee directors
Central register filing	[DATE]
Notice period to resign	[PERIOD]

1. Why the Arrangement Exists

1.1A Singapore company must have at least one director ordinarily resident in Singapore, continuously. Where the beneficial owners are all overseas, a resident director must be appointed to satisfy that requirement.

1.2This agreement records the terms on which [NAME] (the "Nominee") acts, and what the Nominator and the Company undertake in return.

1.3The requirement is a legitimate one and the arrangement is lawful. What is not lawful is treating the nominee as a name on a form who bears no responsibility — the law does not work that way and the nominee will discover it first.

2. The Nominee’s Position — Duties That Cannot Be Excluded

2.1The Nominee is a director in law and owes the full range of statutory and fiduciary duties, including to:

(a)act honestly and use reasonable diligence in the discharge of the duties of office;

(b)act in the best interests of the Company, not the Nominator, where the two diverge;

(c)declare the nature and extent of any interest in a transaction with the Company;

(d)not misuse information or position for personal gain;

(e)ensure the Company complies with its statutory obligations, including filings, registers, accounts and the annual return; and

(f)not permit the Company to trade where there are no reasonable grounds to believe it can pay its debts.

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6 more pages in the Word file

This is page 1 of the Word document, exactly as it appears when you open it. Fields shown like THIS are placeholders for you to complete.

Notes for use

These notes accompany the template and explain the drafting choices, the compliance points and the mistakes most often made with this document. They appear as a final page in the Word file, intended to be deleted before the document is executed.

Registered corporate service provider, since 9 June 2025

Nominee director appointments made by way of business must be arranged through a corporate service provider registered with the authority, and arranging one outside a registered provider is an offence carrying a substantial fine. This directly affects the very common arrangement where a foreign-owned company obtains a resident director through a contact or an unregulated intermediary. Check how any existing appointment was set up, not just new ones.

The provider must assess fit and proper

A registered provider arranging a nominee appointment must satisfy itself the person is fit and proper for the role and must keep prescribed records. That is a substantive check, not a formality, and a provider willing to skip it is not one to use.

A nominee director is a director

The full range of statutory and fiduciary duties applies. Acting on the nominator’s instructions does not reduce them, and where the nominator’s interest and the company’s diverge, the duty runs to the company. Nominees who understand this behave differently — and behave correctly.

You cannot contract out of the duties

No indemnity, side letter or instruction removes personal exposure to prosecution, disqualification or penalty. Clause 2.2 states it because agreements circulating in this market frequently imply otherwise, and the nominee is the person who will find out.

The indemnity is only as good as the indemnifier

A contractual indemnity from an overseas nominator who becomes uncontactable is worth nothing. That is why Clause 5.3 requires a security deposit and Clause 5.4 requires insurance with run-off cover. A nominee accepting an unsecured indemnity has accepted the risk personally.

Do not be the sole director

Where the nominee is the only director, they cannot resign into a vacancy — the office cannot be left empty. That converts a service arrangement into an obligation the nominee cannot exit unilaterally. Check 7 exists for this reason and it is the single most important protection for a nominee.

Insist on information, and act if it stops

A nominee who receives nothing cannot discharge the duty to ensure compliance, and "I was not told" is not a defence. Clause 3.1 sets the information obligations and Clause 6.1 makes their breach a ground for immediate resignation. A nominee who tolerates silence is accumulating exposure.

Insolvent trading is the real risk

A director who allows a company to incur debts when there are no reasonable grounds to believe it can pay them faces personal liability. A nominee with no visibility of the financial position is uniquely exposed to this, which is why management accounts are in the information obligations.

Register entries are separate and both required

The register of nominee directors records the nominee and the nominator. The register of registrable controllers records those with significant interest or control. The nominator will frequently appear in both, but an entry in one does not satisfy the other, and both carry central filing obligations.

Know the beneficial owners

A nominee who has never verified who actually owns and controls the company is exposed to being the visible face of something they know nothing about. Checks 3 to 5 are due diligence for the nominee’s own protection as much as anti-money-laundering compliance.

Decide the bank mandate position explicitly

A nominee who is a bank signatory has real authority and corresponding exposure; one who is not may be unable to act if the nominator becomes uncontactable. Neither is automatically right. Settle it in Section 4 rather than leaving it to the bank’s standard form.

Refuse improper instructions and record the refusal

Clause 2.3 gives the right to refuse without breaching the agreement. Where an instruction is declined, record it in writing at the time. That contemporaneous record is what distinguishes a nominee who acted properly from one who merely says so afterwards.

Monitor the filings yourself

The nominee bears responsibility for the company’s compliance. Assuming the nominator’s accountant is filing on time is not enough — check 13 requires monitoring. Missed annual returns and unfiled accounts land on the resident director.

Review the arrangement annually

Businesses change, owners change, and an arrangement that was appropriate at incorporation may not be three years later. An annual review is where a nominee decides whether they still want the role, which is a decision better taken deliberately than after a problem emerges.

Current as of

Reflects Singapore law current as of {{DATE OF USE}}. Corporate service provider registration requirements, nominee director and controller register obligations, directors’ duties and penalties under the Companies Act 1967 all change, and this area was amended significantly in 2024 and 2025 — take legal advice before entering into a nominee arrangement, on either side.

This is a ready-to-use template provided for convenience. Laws and requirements change, and every situation is different — please have it reviewed by a qualified professional (a lawyer, corporate secretary, or accountant as relevant) before you rely on it.