Singapore continues to raise the bar for corporate transparency and anti-money laundering compliance. In 2025, the Accounting and Corporate Regulatory Authority (ACRA) is enforcing stricter obligations under its revised ACRA nominee director rules 2025, including clear guidance on maintaining a Register of Nominee Directors.
These regulatory updates are especially critical for companies using nominee structures and Corporate Service Providers (CSPs) acting as intermediaries. Failure to comply may lead to serious penalties, reputational damage, or enforcement actions.
This article breaks down the new requirements, who is responsible for filing, the consequences of non-compliance, and how your business can stay compliant under the ACRA guidance on Register of Nominee Directors.
What You Must File
Under the updated ACRA nominee director rules 2025, companies are now required to maintain and update the Register of Nominee Directors (ROND) with more stringent detail and timelines.
Filing Requirements:
- Maintain a Register of Nominee Directors at the company’s registered office or at the office of the appointed Registered Filing Agent (RFA).
- The register must include:
- Full name and identification details of the nominee director;
- Full name and identification of the nominator (the individual or entity that appointed the nominee);
- Date of appointment and cessation of nominee status;
- Nature of the nominee arrangement (e.g., shareholder agreement, trust, etc.).
In addition, nominee directors are required to declare their nominee status and disclose the identity of their nominator to the company within 30 days of appointment or within 30 days of any change to that status.
These filings are not submitted directly to ACRA unless requested during an inspection, but companies must keep the records readily accessible for regulatory checks.
Who Must File
The following parties are responsible under ACRA’s 2025 nominee director regulations:
- All Singapore-incorporated companies that have nominee directors, regardless of business type or size;
- Nominee directors themselves, who are legally obligated to disclose their nominee status and nominator;
- Corporate Service Providers (CSPs) or Registered Filing Agents (RFAs) acting on behalf of companies must ensure that ROND records are properly maintained.
It is important to note that the obligation to maintain the register lies with the company, not the nominee. However, nominee directors face penalties if they fail to disclose their status truthfully or on time.
This rule also applies to foreign-owned companies and SPVs operating in Singapore, which often use nominee directors for local residency compliance.
What Happens If You Don’t Comply
Non-compliance with the ACRA nominee director rules 2025 can result in serious regulatory and legal consequences.
Penalties May Include:
- A fine from SGD 5,000 to up to SGD 25,000 for each breach of the Companies Act;
- Additional daily fines for ongoing breaches;
- Disqualification of directors who repeatedly fail to disclose nominee arrangements;
- Inspections and enforcement actions by ACRA, including compulsory rectification orders;
- Reputational damage, which could affect banking relationships and business partnerships.
Companies that do not maintain an accurate Register of Nominee Directors may also face challenges during statutory audits or due diligence processes, especially if involved in cross-border transactions.
How to Stay Compliant
To ensure compliance with the ACRA Guidance on Register of Nominee Directors, businesses should take proactive steps to implement internal processes and documentation protocols.
Best Practices for Compliance:
- Conduct Annual Reviews: Periodically review directorship structures to identify any nominee relationships, even if informal or verbal.
- Obtain Written Declarations: Secure signed declarations from all directors confirming whether they are acting as nominees.
- Maintain and Update the Register: Ensure the RND is always accurate and up to date. Any changes in nominee status must be reflected within 30 days.
- Train Your Team or CSP: Ensure your in-house compliance officer or CSP is familiar with ACRA’s latest guidance and maintains the necessary documentation.
- Engage a Professional CSP: Partner with an experienced Corporate Service Provider to maintain your statutory registers and ensure timely disclosures.
Conclusion
The ACRA nominee director rules 2025 reflect Singapore’s continued commitment to global standards in transparency and anti-money laundering. With stricter requirements surrounding nominee arrangements and the Register of Nominee Directors, businesses must act now to meet their obligations and avoid potential penalties.
At Ei-Biz, we provide end-to-end corporate secretarial, compliance advisory, and nominee director management services. Our experts help you maintain proper registers, file required disclosures, and remain fully compliant with ACRA regulations.
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