The short answer: every Singapore company must have at least one director who is ordinarily resident in Singapore, at all times. If none of the founders or the overseas parent’s people live here, the options are to relocate someone on a work pass, appoint a resident employee or trusted individual, or use a nominee director, which since 9 June 2025 must be arranged through an ACRA-registered corporate service provider.
The rule: at least one locally resident director
Section 145 of the Companies Act requires every Singapore company to have at least one director who is ordinarily resident in Singapore. Directors must be individuals aged at least 18 and of full legal capacity; a company cannot be a director. The rule applies to every Singapore-incorporated company, including a wholly owned subsidiary of an overseas group. If you have only one shareholder, that person may also be the sole director, but only if they meet the residency requirement.
It sits alongside two other local requirements. The company must appoint a company secretary within six months of incorporation, who must meet local residency rules and cannot be the same person as a sole director. And it must keep a registered office address in Singapore. If you are still deciding whether to set up a subsidiary, branch or representative office, see our guide to setting up in Singapore as a foreign company; a branch has a similar requirement for a locally resident authorised representative.
Who counts as a locally resident director?
ACRA accepts the following as meeting the local residency requirement:
- Singapore citizens;
- Singapore permanent residents; and
- holders of a valid Employment Pass, Personalised Employment Pass or Overseas Networks & Expertise (ONE) Pass.
Holders of other passes should check with the agency that issued their pass before taking on a directorship. Two points catch people out:
- Employment Pass holders and other companies. MOM treats directorship duties as work. An EP holder who wants to be a director of a company other than their employer needs a Letter of Consent from MOM, and MOM generally grants one only where the company is related by shareholding to the EP holder’s employer and the role relates to their main job. An EP holder employed elsewhere is therefore rarely a practical choice as your resident director.
- EntrePass. MOM’s EntrePass is designed for foreign entrepreneurs who want to start and run a business in Singapore. ACRA notes that it can be applied for before incorporation or within six months of setting up. If you plan to use it, confirm with MOM how it fits the director role at your company before you rely on it.
Why the rule never switches off
The requirement is not a box ticked at incorporation. The company must have a locally resident director at all times, and the Companies Act backs that up in two ways:
- The resident director cannot simply walk away. Under section 145(5), a director cannot resign or vacate office unless at least one other locally resident director remains. A resignation that breaches this is invalid. In practice, a replacement has to be appointed first.
- Shareholders can become personally liable. Under section 145(10), if a company carries on business for more than six months without a locally resident director, a member who knows this can be personally liable for debts the company incurs after those six months.
The penalties for directors have also risen. Under the Corporate and Accounting Laws (Amendment) Act 2025, the maximum fine for directors who breach their duties increased from S$5,000 to S$20,000 from 6 May 2026.
Four ways to meet the requirement
| Option | Best for | Watch out for |
|---|---|---|
| Relocate a founder or executive on a work pass | Businesses that will have real operations and leadership in Singapore | Work pass eligibility, timing of the application, and the gap before the pass is issued |
| Appoint a resident employee | Subsidiaries with a local general manager or finance head | The employee takes on full director duties; plan for what happens if they leave |
| Appoint a trusted resident individual | Founders with a reliable business partner, adviser or relative in Singapore | Personal relationships under strain; their liability exposure; agreeing their role in writing |
| Nominee director through a registered CSP | Early-stage companies with no one in Singapore yet | Fees, security deposits, limited control, public disclosure of nominee status, and an exit plan |
Many foreign-owned companies use a nominee at the start and replace them once a founder relocates or a local manager is hired. Planning that transition from day one, including who will be appointed and when, avoids being stuck with an arrangement that no longer fits.
How nominee director arrangements work since June 2025
The Corporate Service Providers Act 2024, which took effect on 9 June 2025, tightened the rules on nominee directors considerably:
- Only through a registered CSP. A person must not act as a nominee director by way of business unless the appointment is arranged by an ACRA-registered corporate service provider. An individual who does so faces a fine of up to S$10,000.
- Fit and proper checks. The registered CSP must be satisfied that the proposed nominee is fit and proper, including that they are not disqualified from acting as a director. A CSP that breaches this faces a fine of up to S$100,000.
- Disclosure to ACRA. A nominee director must tell the company that they are a nominee and give details of their nominator. Companies must file the information in their register of nominee directors with ACRA, and a director’s nominee status is made public, including on the company’s business profile. The nominator’s full details are available only to public agencies.
For founders, the practical upshot is that “cheap nominee” offers from unregistered providers are a risk to both sides. Check that any provider you use is registered with ACRA as a corporate service provider, and expect a proper know-your-customer process before the appointment. Our guide to choosing a corporate services provider covers what else to look for.
A nominee director is still a real director
ACRA is clear that there is no such thing as an inactive or sleeping director in law: all directors are responsible under the Companies Act, whether or not they take part in running the business. A nominee director owes the same duties as any other director, including the duty to act in the company’s best interests, and faces the same penalties, which can include fines, imprisonment and disqualification.
That is why reputable nominee arrangements usually come with conditions that protect the nominee, such as:
- a written agreement limiting the nominee’s role to meeting the residency requirement;
- an indemnity from the company or its shareholders, often backed by a security deposit;
- regular access to the company’s accounts and bank statements, and confirmation that statutory filings are up to date;
- the right to resign on notice once a replacement is found; and
- usually, no role as a bank signatory or in day-to-day decisions.
A nominee who is kept in the dark about the company’s affairs is exposed, and a nominee who has no visibility will often decline to continue. Keeping your accounting and annual filings current is the best way to keep the arrangement stable.
A resident director does not make you tax resident
It is easy to assume that a Singapore-resident director makes the company Singapore tax resident. It does not, on its own. A company is tax resident in Singapore when the control and management of its business is exercised here, which usually turns on where the board meets and makes its key strategic decisions. If every real decision is taken overseas and the resident director simply signs where asked, the company may not be tax resident.
That matters because tax residence affects access to Singapore’s tax treaties and to a Certificate of Residence, and it can affect how foreign-sourced income is treated. If tax residence is part of your reason for setting up in Singapore, plan for board meetings to be held here, or attended meaningfully by directors in Singapore. See our quick guide to Singapore corporate income tax for the wider picture.
Checklist before you appoint
- Confirm eligibility: citizen, PR, or a pass holder who can act as director without breaching their pass conditions.
- Check the provider if you use a nominee: registered with ACRA as a corporate service provider, with a clear written agreement.
- File nominee details with ACRA where a nominee is appointed.
- Appoint a company secretary within six months of incorporation, separate from a sole director.
- Set up bank mandates so that control of payments sits with the people running the business.
- Plan the exit: who replaces the resident director, and when, so a resignation never leaves the company without one.
- Decide where the board meets if Singapore tax residence matters to you.
- Diarise the ongoing filings: annual return, tax returns and, where required, audited accounts.
Frequently asked questions
Does every Singapore company need a local director?
Yes. Under section 145 of the Companies Act, every Singapore company must have at least one director who is ordinarily resident in Singapore. This applies to subsidiaries of foreign groups as well as to companies owned entirely by foreign founders.
Who can be a locally resident director in Singapore?
ACRA accepts Singapore citizens, Singapore permanent residents and holders of a valid Employment Pass, Personalised Employment Pass or Overseas Networks & Expertise Pass. Employment Pass holders need a Letter of Consent from MOM to be a director of a company other than their employer, and other pass holders should check with their pass issuer. Directors must be at least 18 years old.
Can a foreigner own 100% of a Singapore company?
Yes. Singapore allows full foreign ownership of a private limited company. The residency rule applies to the board, not the shareholders, so a wholly foreign-owned company still needs at least one director who is ordinarily resident in Singapore.
Is it legal to use a nominee director in Singapore?
Yes, but since 9 June 2025 a person who acts as a nominee director by way of business must have the appointment arranged by an ACRA-registered corporate service provider, which must first assess that the person is fit and proper. The company must also file details of its nominee directors with ACRA, and a director’s nominee status is publicly shown in ACRA records.
Can the resident director resign at any time?
Not if it would leave the company without a locally resident director. Section 145(5) of the Companies Act makes any resignation in that situation invalid, so a replacement must be appointed first.
Does having a resident director make my company tax resident in Singapore?
Not on its own. A company is tax resident in Singapore when the control and management of its business is exercised here, which usually turns on where the board makes its key decisions. A resident director who takes no part in those decisions does not change that.
The bottom line
The local resident director rule is simple to state and easy to underestimate. It applies to every Singapore company, it applies all the time, and the person in the role carries real legal responsibility. A nominee can bridge the gap while you build a team here, but since June 2025 it has to be done through a registered provider and on the public record. The safest approach is to treat the resident director as part of your governance, not a formality.
At Chua and Lee Associates, we help foreign founders and overseas groups incorporate in Singapore and stay compliant afterwards, with corporate secretarial, accounting and tax support. We do not act as nominee directors ourselves, but we can introduce you to registered corporate service providers who do. This article is general information and not legal advice.
Sources: ACRA, Appointing Company Directors and Other Key Officers; ACRA, Requirements and Eligibility; ACRA, Corporate Service Providers Act; ACRA, Commencement of Key Changes under the Corporate and Accounting Laws (Amendment) Act 2025; MOM, Taking up Secondary Directorship; Companies Act 1967, section 145.