Nominee director explained
What a nominee director is, why foreign founders use one, what they can and cannot do, and how the arrangement is kept safe on both sides.
A nominee director is a Singapore-resident individual appointed to a company board solely to satisfy the legal requirement for at least one locally-resident director. They lend their residency status to meet the rule — they do not own the company, run it, or make its business decisions. For founders based overseas with no resident director, this is the standard, lawful way to incorporate.
Why the role exists
The Companies Act requires a resident director so that there is always someone locally accountable to the regulator. If your founding team has no citizen, permanent resident, or eligible pass-holder, a nominee fills that seat while you retain full ownership and control through your shareholding and, usually, an executive directorship of your own.
What a nominee director does — and does not — do
- Does: hold the resident-director position on the register so the company is compliant.
- Does: sign only where a resident director is legally required, within agreed limits.
- Does not: control your bank account or move money.
- Does not: take part in running or directing the business.
- Does not: hold any economic interest in the company.
Keeping both sides protected
Because a director carries legal duties under the Companies Act, a nominee arrangement is documented carefully. A service agreement sets out the strictly limited scope of the role; a deed of indemnity protects the nominee from liability for decisions they had no part in; and a refundable security deposit is commonly held. This paperwork is what makes the arrangement safe and transparent for everyone.
Is it permanent?
No. A nominee is a bridge. Once you or a co-founder obtains an Employment Pass or permanent residency — becoming a resident director yourselves — the nominee can step down. Many founders keep a nominee only for the first year or two while they relocate.
A nominee-director arrangement requires careful legal and professional consideration. UpVue does not provide nominee-director services or structure these arrangements.
Official sources
General information, not legal advice. Requirements can change — always confirm current rules on the official sources above.
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