2025 Rule Changes & What They Mean for Company Setup

If you’re a business owner or entrepreneur interested in Singapore incorporation, understanding the latest regulatory changes for nominee directors is essential. This comprehensive guide merges the most recent updates to nominee director rules and the new Corporate Service Providers (CSP) Act, ensuring you’re prepared for compliant company setup in Singapore.

Introduction: Why These Changes Matter

Singapore is a leading destination for company setup, renowned for its transparent and efficient business environment. Recent rule changes make it even more important to understand your obligations around nominee directors and company incorporation. These updates aim to enhance transparency, prevent misuse, and strengthen anti-money laundering (AML) and counter-terrorism financing (CFT) controls for all businesses.

What Is a Nominee Director?

A nominee director is a person who acts on behalf of another individual or entity, following their instructions or wishes. This arrangement is common in Singapore company incorporation, especially for foreign owners who need a local director to meet legal requirements.

• Nominee directors are different from regular directors because they represent the interests of their nominator.

• They may be appointed due to contracts, legal obligations, or informal arrangements.
  

Overview of 2025 Regulatory Changes

Singapore’s regulatory landscape for company incorporation and nominee directors has changed significantly, with two major reforms:

Central Register of Nominee Directors

• From 16 June 2025, all companies must file information about their nominee directors and nominators with the Accounting and Corporate Regulatory Authority (ACRA).

• ACRA will maintain a central register of nominee directors.

• Existing companies must file their nominee director information by 31 December 2025.

• New companies must provide this information at the time of incorporation.

• Updates to the register must be filed with ACRA within 2 business days of any change^[1].
  

Corporate Service Providers (CSP) Act

• All businesses providing corporate services (including company setup, nominee director appointments, and registered office addresses) must register as CSPs with ACRA.

• Only registered CSPs can arrange nominee director appointments “by way of business.”

• CSPs must conduct a “fit and proper” assessment before arranging nominee director appointments.

• Acting as a nominee director without CSP arrangement can result in fines up to $10,000; CSPs that breach requirements face fines up to $100,000.

• CSPs must comply with AML, CFT, and proliferation financing obligations. Senior management is liable for breaches, with fines up to $100,000 per breach.
  

Disclosure and Transparency Requirements

• Companies, foreign companies, and LLPs must:

• Keep a Register of Controllers from the date of incorporation (no grace period).

• Check annually with every registrable controller to ensure their particulars are current.

• Maintain a Register of Nominee Directors (now mandatory for foreign companies).

• Nominee directors and shareholders must disclose their nominee status and the identities of their nominators to ACRA.

• Nominee status will be publicly visible in business profiles, but detailed nominator information remains confidential to public agencies.
  

Who Must Comply? Exemptions Explained

Not every company is required to maintain a register of nominee directors. Exemptions include:

• Public companies listed on the Singapore Exchange.

• Singapore financial institutions.

• Companies wholly owned by the Singapore government or statutory bodies.

• Wholly-owned subsidiaries of the above.

• Companies listed on foreign exchanges with similar disclosure and transparency requirements.
  

Important: Exemptions apply only to maintaining the register, not to the nominee director’s duty to provide information. Even exempt companies must ensure their nominee directors provide required information to other companies where they act as nominators^[1].

How to Maintain a Compliant Register

To ensure compliance for your Singapore company setup:

1. Collect Required Information:

• For individual nominators: full name, aliases, residential address, email, contact number, nationality, ID/passport number, date of birth, and date the director became a nominee.

• For legal entity nominators: name, unique entity number, registered office address, email, contact, legal form, jurisdiction and statute of incorporation, register name, registration number, and date of appointment^[1].

2. Record Promptly: Enter information into your register within 7 days of receipt.

3. Update Regularly: Any changes must be updated internally within 7 days and filed with ACRA within 2 business days.

4. Store Securely: Registers can be kept at your registered office or with a registered CSP. Declare the location of your register in your annual return.

5. Use the Right Format: Follow ACRA’s prescribed template for your register.

6. No Nominee Directors? Record a statement in your register confirming this status.
   

Privacy, Access, and Public Disclosure

• Registers Not Public: Registers of nominee directors are not open to the public or even to company members or auditors.

• Access for Authorities: Only ACRA, public agencies, and law enforcement can access the full register.

• Partial Public Disclosure: After filing with ACRA, the nominee status of directors will be visible in business profile extracts, but detailed nominator information remains confidential^[1].
  

What the Changes Mean for Business Owners

If you’re planning Singapore incorporation or already own a business, these changes have several important implications:

• Greater Transparency: Nominee director arrangements are more visible to regulators and, in some cases, the public.

• Increased Compliance Burden: You must act quickly to update and file information, or risk penalties.

• Mandatory Use of Registered CSPs: For nominee director appointments, you must engage a registered CSP.

• Better Risk Management: Accurate registers protect your company from legal issues and help maintain good standing with authorities.

• Higher Penalties: Non-compliance can result in significant fines and legal consequences.
  

How Doerscircle Supports Your Compliance

Navigating Singapore’s new nominee director regulations can be complex. Doerscircle offers tailored services to help you:

• Appoint a Compliant Nominee Director: All appointments are arranged through registered CSPs, ensuring full compliance.

• Maintain Accurate Registers: We help you collect, record, and update all necessary information.

• File with ACRA on Time: Our team manages filings and updates, so you never miss a deadline.

• Stay Informed: Receive regular updates and advice on Singapore company incorporation and compliance.

• Support for AML/CFT Obligations: We help you meet all regulatory requirements for anti-money laundering and counter-terrorism financing.
  

Joining Doerscircle means you’re not alone. Our community supports you through every step of your company setup journey.

FAQs About Nominee Directors and Singapore Incorporation

What is the main role of a nominee director in Singapore?
A nominee director acts on behalf of another person or entity, usually to meet local director requirements for company incorporation.

Do all companies need a nominee director?
No, but many foreign-owned companies appoint one to satisfy Singapore’s legal requirement for a resident director.

What happens if I don’t comply with the new rules?
Failure to maintain and update your register or file with ACRA on time can result in penalties and jeopardize your company’s status.

Can the public see who my nominee director is?
The nominee status will be visible in public business profiles, but detailed information about nominators is only accessible to authorities.

How can Doerscircle help with my company setup?
We offer end-to-end support for Singapore incorporation, including nominee director appointment, compliance, and ongoing business services.

Take Action: Ensure Your Compliance Today

Don’t let regulatory changes catch you off guard. Whether you’re planning a new company setup or need to review your current compliance, Doerscircle is here to help.

• Contact us to discuss how your nominee director can be compliant under the new rules.

• If you have questions about company setup or incorporation in Singapore, please let us know.

• Join our community to access expert support and ensure your business remains compliant and future-ready.

This article is intended for informational purposes and does not constitute legal advice. For specific guidance, consult a qualified professional or contact our team directly.

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