Director Accountability in Singapore

What Corporate and Accounting Laws Amendment Act Means for Nominee Directors

If a company's nominee director arrangement was never formally in writing, that's a legal problem now, not a paperwork one. Since 6 May 2026, the Corporate and Accounting Laws Amendment Act 2025 (CALA 2025) has raised the penalty for breaching a director's core duties to S$20,000 and up to 12 months in prison, and added a new ground to disqualify directors outright.

That duty sits with the director, personally, not the company secretary and not the Corporate Service Provider (CSP). This article sets out exactly what's changed, and what to check if a company's nominee director wasn't arranged through a corporate service provider.

Director Accountability Begins and Ends With the Director

The company secretary updates and maintains the register of nominee director and ensures compliance. A corporate service provider can arrange the company's nominee director. However, neither carries the legal duty for the company's compliance. That sits with the director, personally. This is the core of director accountability in Singapore.

Regulators now require a paper trail, signed agreements, verified identities and registers that stay current. Director accountability used to be assumed. Now it has to be demonstrated.

What CALA 2025 Means for Director Accountability

The Corporate and Accounting Laws Amendment Act 2025 (CALA 2025) has now commenced. Its first provisions took effect on 6 May 2026. A second set of provisions is expected later, with no date confirmed by government yet.

CALA 2025 raises the maximum fine for breaching a director's core duties under Section 157 of the Companies Act from S$5,000 to S$20,000, plus up to 12 months in prison. It also adds a new ground for automatic disqualification, a director convicted of a money laundering offence can now be barred from holding any directorship in Singapore.

This sits alongside two related laws we covered last time, the Corporate Service Providers Act 2024 and the Companies and Limited Liability Partnerships Miscellaneous Amendments Act 2024. Different laws, one direction of travel: more of the burden of director accountability now sits with the individual named on file, not the firm filing on their behalf.

The Register of Registrable Controllers (RORC) Explained

Three registers tend to get mixed up or treated as one thing. The register of registerable controllers, shortened to RORC, has nothing to do with nominee directors. It records who actually controls the company. Anyone holding more than 25% of shares or voting rights, or able to appoint or remove most of the board.

The register of registerable controllers sits in two layers. A private version at the registered office and your company secretary, and a central version filed with ACRA. Every controller gets a verification notice at least once a year, with 30 days to confirm or correct their details, and that feeds your annual return.

Getting the register of registerable controllers wrong and the maximum fine is S$25,000, with the director personally liable regardless of who was meant to file it.

The Register of Nominee Directors and Nominee Director Agreement

The register of nominee directors, known as ROND, records details of the arrangement, including identity, who the person acts for and when it began. A related register, RONS, covers anyone holding shares on someone else's behalf. Both are filed with ACRA, with changes reported within two business days.

One area of confusion worth clarifying first. A local or resident director simply means someone ordinarily resident in Singapore, genuinely involved in running the company. A nominee director satisfies that same residency requirement but acts on someone else's instructions rather than exercising independent judgement. If the company's director is a friend actually running things day to day, the register of nominee directors does not concern the company. If they are on paper only, acting under instruction, it does.

If the company's nominee director came through a registered CSP, including CSLB Asia, that arrangement already has what it needs. Registered CSPs must run a fit and proper assessment before anyone is appointed, and that check, along with a formal nominee director agreement, already exists on file.

For more on how CSP-arranged nominee directors work in practice, our earlier article on nominee directors in Singapore covers it in more detail.

Why a Nominee Director Agreement Matters More Than You Think

If a company arranged its nominee director privately, through a friend, a contact or an employee, the truth is that almost none of these informal arrangements have a nominee director agreement behind them at all. No consideration of whether they are a fit and proper person, no indemnity, no termination by either party process, nothing setting out what happens if it goes wrong.

A company can continue with that person as its nominee director if nothing about the arrangement changes. But the companynow carries personal responsibility for checking who that person is, whether they are a money laundering risk, a politically exposed person or connected to someone who is for example. A written nominee director agreement between the company and its nominee replaces the verbal understanding most people are currently relying on.

If that person can no longer act, you cannot simply swap in another friend or employee. Under the Corporate Service Providers Act 2024, arranging a nominee director by way of business now has to go through a registered CSP. Acting as an informal nominee director carries a fine of up to S$10,000. A CSP that fails to vet a nominee properly is liable for up to S$100,000. 

If a company is incorporating now and requires the service of  a nominee director, it is mandatory to engage  a CSP from the outset, and declaring it to ACRA., We provide is this service to businesses at every stage, from incorporation through to ongoing nominee director arrangements, so if a company isn't sure whether its current situation is legal, connect with us and we'll help work it out.

Director Risk Management Instead of a Box to Tick

Businesses that use a corporate service provider often assume compliance has been fully outsourced, and that it is no longer something they need to manage themselves. Under CALA 2025, a CSP can register details, chase the filings and hold the KYC (Know Your Customer checks, the identity and background verification done on the nominee director). But Section 157 of the Companies Act puts the core duty on the director, not the company secretary and not the CSP.

CALA 2025 raised the cost of ignoring that duty, and it changes what compliance actually means in practice. It is no longer a box to ticking exercise once a year. Ongoing director risk management is what keeps a company covered and the risk sits with the director's name, not the CSP's.

Companies that use a nominee director will notice more requests from their CSPs for updated KYC, home address, personal email, passport details, even when they are sure they already provided all of it. ACRA now expects that information refreshed annually to keep the register of nominee directors current.

Director Accountability Now

None of this is optional, and none of it is something a company secretary can absorb on your behalf. Check whether your nominee director arrangement came through a registered CSP or was arranged privately. If it is private, get an agreement in place and run your own checks rather than assuming it is someone else's job. If that arrangement is ending, do not replace it with another informal one, use a CSP to arrange a properly vetted nominee director. If you set up your company in the last few years and never confirmed you got it right, run through our business setup assessment.

Director accountability under CALA 2025 is not going away, and director risk management is the only approach that holds up against it. If you want a straight answer on where your company stands, book a call with us and we will walk through your nominee director arrangement, your registers, and what still needs fixing. Our range of compliance and business support services cover all you need.