Regulatory Updates On Nominee Directors: What SMEs Must Know In 2025

In Singapore’s effort to strengthen corporate governance and transparency, regulatory changes affecting nominee directors came into effect in 2024 — and are fully enforced in 2025. These updates impact how small and medium-sized enterprises (SMEs) appoint nominee directors and manage corporate compliance.

Here’s what your business needs to know about the latest rules surrounding nominee directors and how to stay compliant in 2025.

What is a Nominee Director?

A nominee director is appointed to act on behalf of another person or entity, often for privacy or strategic purposes. While legal in Singapore, nominee directorships have come under increased scrutiny due to transparency and accountability concerns.

To address this, ACRA and the Ministry of Finance (MOF) introduced new regulations to tighten control over nominee arrangements.

Key Regulatory Changes in 2025

1. Mandatory Registration of Corporate Service Providers (CSPs)

All firms providing corporate services — including arranging nominee directors — must be registered with ACRA.

• Only registered CSPs can facilitate the appointment of nominee directors.
  
• CSPs must comply with anti-money laundering (AML) and counter-terrorism financing (CFT) obligations.
  

What this means: If your SME uses a nominee director, the appointment must be arranged through a registered CSP to be valid.

2. ‘Fit and Proper’ Criteria for Nominee Directors

Before appointment, nominee directors must meet fit and proper standards, assessed by the CSP. This includes:

• No disqualifications under the Companies Act
  
• A track record of integrity and competence
  

What this means: You can no longer appoint nominee directors casually. They must pass a formal assessment process to qualify.

✅ Counto’s company incorporation plans include nominee director services, ensuring seamless business establishment in Singapore. Learn more here.

3. Disclosure of Nominee Directors and Nominators

Companies must now disclose the identities of:

• Nominee directors
  
• Their nominators (to ACRA, not to the public)
  

While nominator details remain confidential, ACRA will list nominee directors publicly. This enhances transparency around who controls or influences a company.

What this means: If your company has nominee directors, their status will be public, and nominators must be declared to ACRA.

Why these Changes Matter to SMEs

1. Increased Compliance Requirements

SMEs must review directorship arrangements and ensure any nominee director complies with the new framework.

Failing to follow these regulations can lead to:

• Fines of up to S$10,000
  
• Possible legal action for severe breaches
  

2. Need for Due Diligence

You must ensure:

• Any nominee director used by your company has been properly vetted
  
• The CSP you engage is ACRA-registered and compliant
  

3. Impact on Business Operations

• Enhanced transparency may affect how your business is perceived by partners or clients
  
• Administrative processes for appointing or replacing nominee directors may take longer due to fit and proper assessments
  

How SMEs Can Stay Compliant

• Engage a registered CSP for nominee directorship services
  
• Review existing nominee arrangements for compliance
  
• Maintain accurate records of nominee status and nominators
  
• Stay updated on ACRA guidelines and announcements
  

Summary

These changes signal a clear push for transparency, accountability, and stronger corporate governance in Singapore. While they introduce more structure around nominee director appointments, they also protect SMEs from legal risks and enhance public trust.

By staying informed and ensuring compliance, your business can navigate these changes smoothly — and avoid the penalties and reputational risks associated with non-compliance.

Trustworthy Nominee Director Services in Singapore

Counto includes nominee director services in our incorporation plans, providing reliable support for business owners establishing a company in Singapore. Speak to us directly on our chatbot, email [email protected], or use our contact form to get started.

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