Why the company needs a resident director.
Every Singapore company needs at least one director ordinarily resident in Singapore. A foreign founder who does not currently have an eligible arrangement may use an appropriate nominee service. Check the individual’s eligibility and the provider’s current requirements.
What the nominee does and does not do.
The nominee is appointed as a statutory director. Share ownership, signing authority and operational responsibilities should be clearly documented, but a private agreement cannot remove a director’s legal duties. It is inaccurate to describe the role as a name on a form with no responsibility.
A nominee appointment does not establish a genuine employment role, pay the founder’s salary or guarantee an EP. The company must still satisfy the relevant pass and business requirements.
How to evaluate the arrangement.
- The professional fee, security arrangements and contract term.
- Actual authority, document access and required approvals.
- Statutory responsibilities and the information the director needs.
- How a suitable replacement will be appointed and recorded.
- Who maintains the required nominee and corporate registers.
When can you replace the nominee?
You need an eligible ordinarily resident director and the relevant work-pass permissions. Complete the appointment, resignation and filings while continuously maintaining the statutory requirement. EP approval is one possible part of this process, not an automatic change in the company’s records or a universal permission for every directorship.
Director replacement and Employment Pass arrangements
Explain the business, funding, founder role and intended transition at the start. Confirm who will manage the company, who will act as resident director and when any replacement can legally be appointed. Include the director service fee and any deposit in your budget.
Agree authority, records and replacement arrangements
Before appointment, confirm what the director arrangement covers, who handles corporate records, how instructions are communicated and how the appointment ends. A private agreement cannot remove a director’s statutory duties. The nominee arrangement should not be presented as permission for a founder to work in Singapore.
- Check the proposed director’s eligibility and residency.
- Document signing authority and access to company information.
- Confirm which statutory registers and filings apply to the arrangement.
- Plan for absence, resignation or a delay in the founder’s pass.
- When replacing the director, verify the new appointment and filings rather than relying on EP approval alone.
Keep the company’s ability to receive official notices intact during the change. If the founder will become a director while holding a work pass, check the relevant pass permissions and residence position. The company setup guide explains the wider sequence.
Frequently asked questions
Does a nominee agreement remove the director’s legal responsibility?
No. Directors retain statutory responsibilities despite private arrangements.
Is a nominee only a name on the register?
No. Every director retains statutory duties, including a nominee.
Does EP approval automatically remove the nominee?
No. Check eligibility and permissions, then complete the replacement appointment and filings.
Official sources
Related guides
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