Local Director Requirement in Singapore
Every Singapore company must have at least one director who is ordinarily resident in Singapore (Companies Act 1967, s. 145(1)). For a foreign founder or group, this is usually the first structural question of a Singapore set-up, and the answer affects the company's governance, its bank account and its tax residence.
Who qualifies as ordinarily resident
"Ordinarily resident" includes a Singapore citizen and a permanent resident. ACRA also accepts a holder of an Employment Pass, Personalised Employment Pass or Overseas Networks & Expertise Pass (ONE Pass), and an Employment Pass holder must first obtain a letter of consent from the Ministry of Manpower before taking up a directorship in a company other than the employer. Holders of other passes should confirm their position with the Ministry before accepting the role. A foreigner on a short-term visit pass does not qualify. The resident director cannot be dispensed with by resignation: a director may not resign or vacate office if this would leave the company without a director ordinarily resident in Singapore, and a purported resignation in breach of this rule is invalid. The company secretary must be a natural person whose principal or only place of residence is in Singapore, and a sole director cannot also act as secretary.
The register of directors, shareholders and the registrable controllers is maintained with ACRA. Directors and shareholders appear on the public business profile, while the register of controllers (beneficial owners of 25 per cent or more, or persons with significant control) is kept by the company and filed centrally with ACRA but is accessible only to public agencies. Since 16 June 2025, a newly incorporated company must keep its register of controllers from the date of incorporation and must check its particulars with each controller annually.
The resident-director requirement is the first structural decision for a foreign founder who does not intend to move. Three answers exist. The founder may relocate and take an Employment Pass sponsored by the company, in which case the Ministry of Manpower's eligibility criteria, including its qualifying salary and the COMPASS points framework, must be met from the day of application. The founder may instead appoint a trusted Singapore-resident employee or co-founder. Or a professional nominee director may be engaged, which is lawful but has consequences.
Nominee directors and corporate service providers
Since 2017 a nominee director must disclose the nominee status and the identity of the nominator to the company, which records it in a register of nominee directors. The rules were tightened with effect from 16 June 2025: companies must now file the information in their registers of nominee directors and nominee shareholders with ACRA, the nominee status of a director or shareholder is shown in the company's business profile, and the details of the nominator are accessible only to public agencies for the purpose of administering or enforcing written law. A newly incorporated company must file this information on the date of incorporation. The definition of a nominee shareholder was widened at the same time, so that a shareholder who either votes in accordance with another person's directions or receives dividends on another person's behalf is now covered.
The Corporate Service Providers Act 2024, in force since 9 June 2025, adds a further layer. Anyone who provides corporate services in or from Singapore by way of business must be registered with ACRA as a corporate service provider, and a person may act as a nominee director by way of business only if the appointment is arranged by a registered corporate service provider that has satisfied itself that the nominee is fit and proper.
The nominee remains a director in law, with the full duties of s. 157 and the criminal exposure of a director whose company commits an offence, so reputable providers charge accordingly and will resign at the first sign of trouble. A nominee director who has no knowledge of the business also damages the company's claim to Singapore tax residence, because the board must actually manage and control the company from Singapore. For a foreign group, a nominee director is at best a bridge until the company has its own staff in Singapore.
How we can help
Dr Alexander Ressos facilitates Singapore law advice from the team at KGP Legal LLC for foreign founders and groups on the resident-director requirement as part of a Singapore incorporation: on the choice between relocation, a local appointment and a professional nominee, on the director's duties and documentation, and on the governance that keeps the company's tax residence and bank relationships secure. A short initial call, free of charge, serves to understand your plans and to agree the fees. Please write to [email protected].
All legal advice in Singapore is provided through KGP Legal LLC, a duly licensed firm of Singapore advocates and solicitors.
See also: The private company limited by shares.
For general information only. This article does not constitute legal or tax advice, does not replace advice on an individual case and creates no lawyer-client relationship. It reflects the legal position as of November 2026.