Every Singapore company must have at least one resident director. If you’re incorporating from overseas, this is mandatory, and the rules have become significantly stricter under the CSP Act.
The Corporate Service Providers (CSP) Act, which took effect on June 9, 2025, has changed how foreign business owners can fulfil this obligation. The penalties for non-compliance have also increased dramatically.
Why Singapore Needs a Resident Director
Singapore law requires every locally incorporated company to have at least one director who is ordinarily resident in the country. If something goes wrong with your company, there needs to be someone physically present in Singapore who can be held accountable.
The Accounting and Corporate Regulatory Authority (ACRA) uses this requirement to maintain oversight of businesses operating under Singapore jurisdiction. For foreign entrepreneurs who don’t live in Singapore and don’t have permanent residency, this means you need to appoint someone who does.
How to Comply
There are two ways to meet the resident director obligation:
1. Be the resident director yourself
If you hold a valid Employment Pass, EntrePass, or Dependant Pass with Letter of Consent, and have a local residential address, you can serve as your own company’s resident director.
2. Appoint a nominee director
A nominee director is someone appointed specifically to fulfil the resident director obligation for statutory compliance purposes. They sign required documents and ensure regulatory obligations are met, but they don’t participate in your company’s daily operations or business decisions.
In legal agreements and official documents, nominee directors are often referred to simply as “resident directors” because that’s the role they fulfil under the Companies Act. The term “nominee” indicates that they’re appointed by and act on behalf of the company’s actual owners or controllers.
Who Can Serve as a Resident Director
To qualify as a resident director, a person must:
- Be at least 18 years old
- Be ordinarily resident in Singapore
- Not be an undischarged bankrupt
- Have no prior convictions involving fraud or dishonesty
“Ordinarily resident” means:
- Singapore Citizen
- Permanent Resident
- Employment Pass (EP) holder with a local residential address
- EntrePass holder with a local residential address
- Dependant Pass holder with a Letter of Consent to act as director
Tourists or short-term visitors don’t qualify, even if they’re temporarily residing in Singapore.
The CSP Act 2024: Changes from 9 June 2025
Before mid-2025, appointing a nominee director was straightforward. Foreign business owners could engage professionals through various channels. Enforcement was lighter.
The CSP Act strengthens corporate governance and regulatory oversight. It promotes transparency and ensures consistent compliance standards. Singapore is also aligning with international standards for anti-money laundering and counter-terrorism financing.
Here are the highlights:
Nominee Directors Must Go Through Registered CSPs
All nominee director appointments must now be arranged through a Corporate Service Provider registered with ACRA.
“Fit and Proper” Assessments Are Mandatory
Before a registered CSP can arrange for someone to act as your nominee director, they must conduct a thorough assessment to determine whether that person is “fit and proper” for the role.
This assessment looks at:
- Criminal record (fraud, dishonesty, or relevant offences in any jurisdiction)
- Bankruptcy status (in Singapore or elsewhere)
- Previous conduct and compliance history
- Whether they’ve been disqualified from directorship before
- Their competency and capacity to fulfil director obligations
- The number of existing directorships they already hold
Remote Transactions and Video Verification
For company incorporation, management transfers, or shelf company sales where the client isn’t physically present, CSPs must conduct a live video call with one of the following:
- At least one proposed director (other than a nominee director)
- At least one proposed member holding at least 50% of voting rights
- An authorised representative if the proposed member is a legal entity
CSPs need to keep a screenshot of the live video call as a verification record. When appointing a director remotely, CSPs must ensure the proposed director has consented to act.
The director must personally sign Form 45 (Consent to Act as Director and Statement of Non-Disqualification). CSPs cannot sign this form on behalf of the director or enter into any arrangement authorising them to sign on the director’s behalf.
What This Means for Foreign Entrepreneurs
If you’re incorporating a Singapore company from overseas:
1. Work Only with ACRA-Registered CSPs
Check that your corporate service provider is registered with ACRA. The registration deadline for existing CSPs was December 9, 2025. Any provider operating now should be compliant. You can verify their status directly with ACRA.
2. Understand What You’re Getting
A nominee director arrangement is a legal service. Your nominee director will appear on public records, sign statutory documents, and bear legal responsibility for ensuring your company meets compliance obligations.
They won’t participate in daily operations or business decisions, but they’re not just a name on paper. The “fit and proper” assessment requirements mean CSPs take these appointments seriously.
3. Budget for Proper Services
Legitimate nominee director services involve real liability for the appointee. Most CSPs require security deposits and charge professional fees that reflect the risks, particularly given the stricter penalties under the CSP Act.
Unusually cheap services should raise concerns. A proper arrangement includes:
- Formal nominee director agreement specifying roles and responsibilities
- Indemnity provisions protecting the nominee from client misconduct
- Clear communication protocols
- Professional liability coverage
4. Consider Long-Term Plans
If you’re serious about operating in Singapore, the most direct option is to relocate and obtain your own Employment Pass. Once you’re an EP holder with a local address, you can serve as your company’s resident director.
The EP application takes several months, so you’ll need a nominee director during the interim. But for entrepreneurs planning to manage Singapore operations actively, this is often the most practical long-term approach.
Director Responsibilities That Cannot Be Delegated
Whether you appoint a nominee director or serve as one yourself, the role carries real legal obligations:
Statutory Compliance: Filing annual returns with ACRA, maintaining accurate company registers, and ensuring the company adheres to the Companies Act.
Financial Reporting: Ensuring proper accounting records are maintained and financial statements are prepared according to Singapore Financial Reporting Standards.
Tax Obligations: Ensuring the company files corporate tax returns with IRAS on time and meets all tax payment obligations.
Good Faith Duties: Acting in the company’s best interests, avoiding conflicts of interest, and exercising reasonable care and diligence.
These responsibilities exist whether or not the director participates in daily operations. A nominee director who fails to ensure compliance can be held personally liable, fined, disqualified from future directorships, or, in serious cases, prosecuted.
The “fit and proper” assessment matters because CSPs need confidence that their nominee directors understand these obligations and can fulfil them.
Working with HC Consultancy on Resident Director Services
We handle resident director requirement appointments for foreign entrepreneurs incorporating in Singapore.
As an ACRA-registered Corporate Service Provider, we understand the compliance requirements under the CSP Act and work with overseas business owners to meet Singapore’s regulatory obligations.
What We Provide:
Nominee Director Services: We appoint qualified resident directors who have passed “fit and proper” assessments. All appointments come with formal indemnity agreements that clearly define roles and responsibilities.
Company Secretary Services: We manage your statutory filings, maintain company registers, and ensure ongoing compliance with ACRA requirements.
Registered Address: We provide a Singapore-registered office address for your company.
Accounting and Tax Services: Our team handles bookkeeping, financial reporting, and corporate tax filing with IRAS, so your company stays compliant year-round.
Transparent Pricing: We clearly explain our service fees, security deposits, and any indemnity provisions upfront. No hidden costs.
If you’re planning to set up a Singapore company and need a resident director, HC Consultancy can guide you through the process and ensure you meet all current regulatory requirements.
Frequently Asked Questions
1. What is a resident director in Singapore?
A resident director is a company director who is ordinarily resident in Singapore. This means they are a Singapore Citizen, Permanent Resident, or a foreigner holding a valid Employment Pass, EntrePass, or Dependant Pass with a Letter of Consent. Every Singapore-incorporated company must have at least one.
2. What is a nominee director?
A nominee director is a resident director appointed specifically to fulfil statutory obligations on behalf of a company’s actual owners. They sign statutory documents and ensure compliance, but don’t participate in daily operations. In legal agreements, they’re often referred to simply as “resident directors” because that’s the role they fulfil under the Companies Act.
3. What changed with the CSP Act in June 2025?
The CSP Act introduced three major changes: (1) nominee directors can only be appointed through registered CSPs, (2) CSPs must conduct “fit and proper” assessments before appointments, and (3) nominee director status must be publicly disclosed. Penalties for violations increased dramatically.
4. How do I verify if a CSP is registered with ACRA?
You can check a CSP’s registration status through the ACRA portal or by requesting their CSP registration certificate. All CSPs operating legally in Singapore should have registered by December 9, 2025.
5. What happens if my resident director resigns suddenly?
If your only resident director resigns, you must appoint a replacement immediately. Operating without a resident director violates the Companies Act and can result in penalties. Professional CSPs typically have provisions in place to manage transitions.
6. Can a nominee director open a bank account for my company?
Nominee directors typically sign board resolutions authorising bank account openings, but they don’t serve as bank signatories themselves. The actual account signatories are usually the beneficial owners or authorised representatives.
