The 4-Point Checklist for Appointing a Nominee Director in Singapore

Did you know that failing to appoint the right nominee director can lead to regulatory fines, compliance risks, and even losing control of your company setup in Singapore?

Whether you’re expanding your business or incorporating from overseas, understanding their role is non-negotiable. This guide explains everything you must know before appointing one—along with a 4-point checklist to help you appoint safely, legally, and confidently.

🔎 TL;DR — Don’t Appoint a Nominee Director Blindly

A nominee director helps your Singapore business meet legal residency requirements—but appointing the wrong one can expose you to compliance risks, financial penalties, and reputational damage.

Use our 4-point safety checklist to make sure you:

1. Understand their limited (non-executive) role
2. Appoint through a trusted firm like Grof
3. Sign a legal indemnity agreement
4. File everything properly with ACRA

💡 Pro tip: Always have legal documentation and compliance filings handled by professionals. Don’t take shortcuts.

Your 4-Point Nominee Director Safety Checklist

1. Understand the Role (and Its Limitations)

A nominee director is a local resident appointed to meet the Singapore Companies Act requirement that all companies must have at least one locally resident director.

But here’s the key:

These individuals are non-executive. That means they:

• Don’t participate in daily operations or decision-making.
• Don’t manage finances or control bank accounts.
• Don’t influence strategic direction.

Their main duty is to ensure the company abides by Singapore’s corporate laws. However, they still bear legal responsibilities and could be held accountable if the company violates regulations. That’s why transparency is essential from the start.

2. Choose a Reputable Firm, Not a Stranger

There’s no shortage of individuals offering nominee director services online—but not all are trustworthy. Always work with a registered filing agent like Grof. Here’s why:

• Vetted professionals: Grof only works with experienced and credible directors.
• Legal safeguards: Professional providers handle documentation correctly.
• Ongoing support: You get help not just with setup, but also with future directorship changes.

🚩 Avoid this mistake: Engaging a nominee director without a proper agreement or support structure is risky and could lead to compliance breaches or even fraud.

3. Sign a Legal Indemnity Agreement

Before anything is filed with ACRA, you must sign a Nominee Director Indemnity Agreement. This document protects both parties by:

• Defining the nominee’s limited scope clearly.
• Stating that they will not be involved in business operations.
• Outlining that the company owners bear responsibility for business actions.
• Protecting the nominee director from personal liability.

At Grof, this legal agreement is mandatory for every nominee appointment. It ensures everyone is aligned and legally protected from the start.

4. Ensure Official ACRA Filing Is Completed

Your nominee director isn’t officially recognised until the appointment is filed with Accounting and Corporate Regulatory Authority (ACRA). This filing updates your company’s structure in Singapore’s official records.

Here’s what needs to be filed:

• Director appointment notice
• Form 45: Consent to Act as Director
• Statutory declaration confirming compliance

This is not just paperwork—it ensures legal standing for your company. Professional firms like Grof handle this automatically as part of the incorporation process.

How to Remove or Replace a Nominee Director

Sometimes, circumstances change—especially if you’re planning to move to Singapore or restructure your company. Here’s how to handle it correctly.

Scenario 1: You’re Relocating to Singapore

Once you obtain your Employment Pass (EP) and have a local address, you can appoint yourself as a resident director.

Steps:

1. Submit a request for director change to ACRA.
2. The nominee director resigns.
3. Your name is filed as the new director in the official register.

✅ Grof handles all of this for you when you’re ready to make the switch.

Scenario 2: You Want to Remove or Replace the Nominee Director

If you’re not moving but want to change your nominee director, follow this legal process:

• Pass an ordinary resolution among shareholders.
• Appoint a new resident director at the same time or beforehand.
• Submit the updated directorship to ACRA.

⚠️ Important: Your company cannot operate without a resident director, not even for one day. Timing matters.

Why Grof Ticks Every Box on the Checklist

Grof is more than just a nominee director service—we’re your trusted partner in compliance, protection, and business peace of mind.

Here’s what sets us apart:

• We only work with qualified, background-checked nominee directors.
• All engagements include a legal indemnity agreement and transparent roles.
• We handle all ACRA filings on your behalf, even if you’re overseas.
• We support you with future changes, such as director resignations or replacements.
• Our corporate secretary services ensure you stay compliant post-incorporation.

Ready to get started? We’ve helped numerous foreign entrepreneurs confidently set up their businesses in Singapore. Our team of experts ensures you’re not just compliant, but also secure.

Frequently Asked Questions

Q: What’s the difference between a director and a nominee director?
A: A regular director actively manages company operations and strategy, while the latter serves in a non-executive role solely to meet Singapore’s legal requirement for local representation.

Q: Is a nominee director an agent?
A: No. A nominee director is not an agent. They don’t act on behalf of the company but serve as compliance overseers.

Q: Can a nominee director open or operate a bank account?
A: A nominee director may assist in the bank account setup if required, but they are not authorised signatories and do not control funds.

Q: How do I appoint a nominee director?
A: Contact a licensed corporate service provider like Grof. We’ll assign a trusted nominee, draft legal documents, and file all required records with ACRA.