A nominee director is an individual appointed to a company's board to satisfy Singapore's local directorship requirement, without taking part in day-to-day management.
The requirement comes from Section 145(1) of the Companies Act 1967: every Singapore company must have at least one director who is ordinarily resident in Singapore – that is, whose usual place of residence is Singapore. In practice this is typically a Singapore Citizen, Permanent Resident or EntrePass holder; an Employment Pass or Dependant's Pass holder may qualify but generally needs a Letter of Consent from MOM to act as a director. A director must also be a natural person, at least 18 years old, of full legal capacity and not disqualified – corporate directors are not permitted.
This is why foreign founders often need one: ACRA will not register the company without a qualifying resident director, and the requirement must be met at all times. Under Section 145(5), a resignation that would leave the company without a resident director is not effective – the director stays on the register until a replacement is appointed.
Note that the Corporate Service Providers Act 2024, in force from 9 June 2025, changed how these appointments work: nominee director arrangements must be made through an ACRA-registered corporate service provider, are subject to fit-and-proper checks, and nominee status is disclosed on the company's ACRA profile. A nominee director also carries the same statutory duties and liabilities as any other director – the role is passive in practice, not in law.
Apexia is able to act as nominee resident director where required, alongside full incorporation and compliance support.