Setting up a company in Singapore is straightforward, even for foreigners. But there are legal boxes to check—especially around directorship. One of the main rules? Every company must have at least one local director. This is where nominee directors come in.
If you’re a foreigner looking to start a business here, you’ll likely need to appoint one. But not always. There are exemptions and workarounds depending on your situation. Here’s a clear look at what nominee directors are, when you need one, and when you might not.
What Is a Nominee Director?
By law, Singapore companies must have at least one director who is “ordinarily resident” in Singapore. That means they live in Singapore—either as a citizen, permanent resident, or someone holding a valid work pass like an EntrePass or Employment Pass.
If you, as the business owner, don’t live in Singapore or don’t qualify, you can appoint someone who does. That person becomes your nominee director.
They don’t manage your business. They’re there to help meet the legal requirement for local presence. But legally, they’re still a director—so they can be held responsible if something goes wrong.
This is why nominee director services often come with strict contracts, deposits, and clear limits on what the nominee can and can’t do.
Who Needs a Nominee Director?
You probably need a nominee director if:
- You’re a foreign individual setting up a company from outside Singapore.
- You don’t plan to move to Singapore or get a local work visa.
- You don’t have a trusted partner or employee already living in Singapore who can be your local director.
In short, if no one on your team lives here, you’ll need to appoint someone who does.
Most foreigners use company secretarial services to handle this. These firms can provide a nominee director and make sure everything complies with local regulations.
Can I Be the Director if I’m a Foreigner?
Yes—but only if you live in Singapore and hold the right visa. These are your main options:
- EntrePass – For entrepreneurs with an innovative business idea.
- Employment Pass (EP) – For foreign professionals, often used if you’re hired by your own company.
Once you have either of these passes, you can legally serve as the local director. No nominee needed.
Important: You must get the pass approved before acting as the sole director. You can’t form a company and appoint yourself as the only director without first having the valid residency.
Are There Any Exemptions?
Yes. But they’re limited.
1. If You Have a Local Co-Director
Let’s say your co-founder is a Singapore citizen or PR. They can be the local director. You don’t need to appoint a nominee in that case.
2. If You’re a Foreigner With a Work Visa Already
If you already live in Singapore under a valid work pass, and it allows you to start or run a business, you may qualify as the local director yourself. You must check your pass conditions carefully.
3. If You’re Setting Up a Subsidiary of a Foreign Company
In this case, the same rule applies: there must be one local director. The parent company itself doesn’t count as “resident.” So even if the parent owns 100% of the shares, you still need a local individual as director.
Again, nominee directors are commonly used in these cases.
What Are the Risks for Nominee Directors?
Being a director in Singapore means you’re legally accountable. Even if you’re just a nominee, you can be held liable for things like:
- Failing to file annual returns
- Letting the company trade while insolvent
- Involvement in fraud or illegal activities
That’s why most secretarial services in Singapore require upfront deposits and strict agreements. These protect the nominee from being unknowingly involved in bad business.
It’s also why you shouldn’t just appoint a friend or distant contact unless they understand what they’re signing up for.
How Corporate Secretarial Services Help
If you’re overseas and unfamiliar with Singapore’s rules, a corporate secretarial service can be your safety net.
They usually handle:
- Appointing a nominee director
- Filing annual returns and other compliance documents/li>
- Maintaining statutory registers
- Providing a registered address
- Tracking deadlines to avoid fines
These services act like your compliance partner. They make sure your company stays in good standing with the Accounting and Corporate Regulatory Authority (ACRA).
Just note: most providers offer nominee director services only as part of a full package. You’ll rarely find someone offering this as a standalone service. It’s too risky otherwise.
Things to Watch Out For
If you’re going to appoint a nominee director, don’t just choose the cheapest option online. Here’s what to check:
- Transparency – Read the nominee agreement carefully. It should spell out liabilities, restrictions, and exit terms.
- Track record – Go with providers who’ve done this for years. They’ll know what red flags to watch for.
- Control – Make sure the nominee has no access to your bank account or business decisions. That should stay with you or your appointed management.
Final Thoughts
Singapore makes it easy for foreigners to do business—but the local director rule isn’t optional. It’s a legal requirement.
If you’re not moving here and don’t have a local partner, you’ll need to appoint a nominee director. That means working with a trusted corporate secretarial services firm who can guide you through setup, compliance, and governance.
It’s not just about ticking a box. It’s about protecting your company, your reputation, and your ability to operate without legal trouble.
