A nominee director is a person who sits on a company’s board because someone else asked them to, usually a professional provided by a corporate service firm. A nominee shareholder holds shares on someone else’s behalf. Both are legal and common. They are also widely misunderstood: a nominee doesn’t make the real owner invisible, and doesn’t make the nominee a figurehead without duties. This guide explains how Singapore, Hong Kong, the BVI and the UK treat them, from official sources checked in October 2026.
Why founders use a nominee director
Most often, to meet a residency rule. Singapore requires every company to have at least one director ordinarily resident in Singapore, and a founder abroad usually doesn’t qualify. A nominee director from a licensed provider fills that seat until the founder moves there or hires someone who can. See Singapore company registration for foreigners.
Hong Kong, the BVI, the UK and the US have no resident-director rule, so a nominee is rarely needed there for that reason.
Sources: Companies Act s.145 (Singapore)
The law sees a director, not a nominee
- Singapore: ACRA says the duties and obligations under the Companies Act apply “to all directors, non-executive directors, and nominee directors.”
- BVI: the Financial Services Commission puts it most directly: BVI law does “not recognise the concept of ‘nominee directors’, as all persons acting as a director … have fiduciary duties set out in law to which they must adhere.”
- Hong Kong: the Companies Registry’s guide on directors’ duties says every director “must exercise independent judgement in relation to any exercise of his powers.” It doesn’t mention nominees separately; our reading is that the same duties apply to them.
- UK: the general duties also reach a shadow director, a person “in accordance with whose directions or instructions the directors of the company are accustomed to act”, so far as they are capable of applying.
In practice that cuts both ways. A professional nominee will ask for information, may refuse to sign what they can’t verify, and can resign. And a founder who gives the nominee instructions as a matter of course may be treated as a director themselves.
Sources: ACRA: directors’ duties · BVI FSC: TCSP AML/CFT guidance 2023 · HK CR: A Guide on Directors’ Duties · Companies Act 2006 s.251 · s.170(5)
What is disclosed, and to whom
Since 2022 the FATF standard on company ownership has asked countries to stop nominees being used to hide who is behind a company, for example by making nominees disclose their status and their nominator, or by licensing them. The four places we cover now do some of this:
| Nominee director | Nominee shareholder / the person behind it | |
|---|---|---|
| Singapore | Must be arranged by a registered CSP; filed with ACRA’s central register; “ND” shown on the public business profile, the nominator kept private | Nominee shareholders and their nominators are recorded in the company’s register and filed with ACRA |
| Hong Kong | Directors appear on the company’s public record, like any director | The person the nominee holds for goes on the significant controllers register; that register isn’t public |
| BVI | A provider acting as director on someone’s instructions must tell the company who instructs it; the list of directors is available on request | Same rule for nominee shareholders; beneficial owners are filed with the Registrar, not published |
| UK | Directors are on the public register; a ban on corporate directors is in the law but not yet fully in force | Shares held by a nominee count as held by the person behind them, who is reported if they meet the significant-control test |
Hong Kong’s Companies Registry gives the plainest example: a nominee holding more than 25% of a company’s shares for a friend is not the registrable person; “only the particulars of that other person (i.e. your friend) need to be entered.”
Sources: FATF: Recommendation 24 revision, 2022 · ACRA: ROND and RONS · ACRA: central ROND · HK CR: SCR FAQ · BVI AML Code (Amendment) 2023 · UK PSC guidance · Companies Act 2006 s.156A
Singapore’s rules in more detail
- Since 9 June 2025, a person may not act as a nominee director “by way of business” unless a registered corporate service provider arranges it, after assessing them as fit and proper. The fine is up to S$10,000 for the nominee and up to S$100,000 for a provider that arranges an unsuitable one.
- Companies keep registers of nominee directors and nominee shareholders, update them within seven days of a change, and file the information with ACRA within two business days after that.
- A shareholder counts as a nominee if they vote according to someone else’s instructions.
Sources: ACRA: Corporate Service Providers Act · ACRA: ROND and RONS compliance
What a nominee can’t do for you
- Hide you from the authorities or your bank. Registers, registered agents, banks and CRS reporting all look through the nominee to the person behind it. See opening a bank account for a BVI company.
- Move the company’s management. If you take every decision from where you live, a local nominee director doesn’t change where the company is really managed. See where is your company really managed?
- Sign anything without questions. A nominee owes duties to the company and will want to understand what they sign.
An example
Invented for illustration. Daniel lives in Tel Aviv and forms a Singapore company to sell software to customers across Southeast Asia. He is a director; to meet the resident-director rule, a nominee director arranged by a registered corporate service provider joins the board. The company’s business profile shows the nominee as “ND”; Daniel is filed with ACRA as the nominator, privately. The nominee asks for monthly management accounts and a copy of every contract over a set value before signing anything. When Daniel hires a sales lead in Singapore a year later, she joins the board as the resident director and the nominee resigns.
Need a resident director in Singapore?
We arrange nominee directors through our Singapore partner, a registered corporate service provider, and set up the company, its registers and its filings around them.
Singapore company formationFrequently asked questions
Is it legal to have a nominee director?
Yes, in Singapore, Hong Kong, the BVI and the UK. But the nominee is a full director in law, with the same duties, and in Singapore a nominee acting by way of business must be arranged by a registered corporate service provider.
Does a nominee director hide who owns the company?
Not from the authorities. Singapore files nominators with ACRA, Hong Kong and the UK register the person behind a nominee shareholder, and the BVI requires nominees to disclose who instructs them. Banks also identify the real owners.
Why do I need a nominee director in Singapore?
Because every Singapore company needs at least one director ordinarily resident in Singapore. If you don’t live there, a nominee from a registered corporate service provider can fill that seat until you move or hire someone local.
Is nominee director status public in Singapore?
Yes. Since June 2025 a nominee director is marked “ND” on the company’s public business profile. The identity of the person who appointed them is filed with ACRA but kept private.
Can I be liable if I instruct a nominee director?
Possibly. In the UK, a person whose instructions the directors are accustomed to follow is a shadow director, and the general directors’ duties apply to them where they can. Other jurisdictions have similar ideas. Take advice before you direct a nominee.
General information on how nominee arrangements are treated, not legal advice. Directors’ duties and disclosure rules depend on the jurisdiction and the facts; take advice before appointing or acting as a nominee.