Corporate governance and transparency remain a top priority in Singapore. With the Accounting and Corporate Regulatory Authority (ACRA) tightening regulations in recent years, nominee directors (NDs) are now under greater scrutiny than ever before.
From 16 June 2025, stricter compliance requirements will take effect, reshaping the responsibilities of companies, corporate service providers (CSPs), and nominee directors themselves. If your business relies on a nominee arrangement, it is crucial to understand these rules to avoid penalties.
What Is a Nominee Director?
A nominee director is appointed to meet Singapore’s legal requirement that every company must have at least one local resident director. Often, foreign-owned businesses engage a nominee director when they do not have a Singapore-based partner.
While nominees may not be involved in day-to-day operations, they carry the same statutory responsibilities and liabilities as any other director under the Companies Act.
Key ACRA Compliance Rules in 2025
1. Register of Nominee Directors (ROND)
-
Companies must maintain a private Register of Nominee Directors (ROND), recording the particulars of nominees and their nominators.
-
This register must also be submitted to ACRA’s Central Register.
-
First submission is due by 31 December 2025, and updates must be filed within 7 days of any change.
2. Disclosure of Nominators
Nominee directors are now legally required to declare the identity of their nominators to the company.
-
Failure to disclose can lead to fines and enforcement action.
-
This rule strengthens transparency, reducing the misuse of nominees for illicit activities such as money laundering or hiding beneficial ownership.
3. Increased Liability for Non-Compliance
-
Both companies and nominee directors may be penalized for failing to maintain accurate records or file updates.
-
Fines and potential prosecution may apply if directors act as “figureheads” without understanding their legal duties.
4. Corporate Service Providers (CSPs) Under Watch
-
CSPs offering nominee director services must also ensure compliance with ACRA’s enhanced regulatory framework.
-
This includes risk assessments, due diligence checks, and accurate record-keeping of nominee relationships.
Why These Changes Matter
The enhanced nominee director rules aim to:
-
Improve corporate transparency
-
Combat financial crimes like fraud and money laundering
-
Protect Singapore’s reputation as a trusted international business hub
For businesses, this means taking nominee arrangements more seriously. For nominee directors, it means understanding that the role carries real legal accountability, not just a symbolic title.
How Businesses Should Prepare
-
Review existing nominee arrangements and update agreements where necessary.
-
Maintain proper records of nominees and nominators in compliance with ROND requirements.
-
Engage a reliable CSP that stays on top of ACRA regulations.
-
Educate nominee directors on their statutory duties and liabilities.
Final Thoughts
The new rules signal a clear message from ACRA: nominee directors cannot be “silent names” on paper. They must comply with the same standards of responsibility and transparency as any other director.
For companies operating in Singapore, especially those owned by foreign shareholders, the changes in 2025 mean it’s time to ensure your governance practices are watertight. Staying compliant not only avoids penalties but also safeguards your business reputation for the long term.
Check out our website at https://ebos-sg.com/ to explore more articles and discover how our Cloud Accountant Services can support you on your business.
