Chandra Mohan [Managing Director]
Founder / Senior Audit Partner / FCA [Singapore] / FCCA / CPA [Aust] / MBA
Published 09 April 2025

A Comprehensive Guide for Nominee Directors in Singapore: Legal Obligations, Case Studies, and Safeguards

Nominee directors in Singapore play a vital role in corporate governance, often acting on behalf of shareholders or fulfilling statutory requirements. However, under the Singapore Companies Act, there is no distinction between nominee and regular directors. This means nominee directors are subject to the same fiduciary and statutory obligations as regular directors.

As a nominee director, you are not simply a figurehead. Your role comes with serious responsibilities, including ensuring the company complies with statutory requirements, exercising due diligence in decision-making, and avoiding any involvement in illegal activities like money laundering or scams. The increasing prevalence of money mule activities in Singapore has brought nominee directors under greater scrutiny, with severe penalties for those found complicit, even indirectly, in such offenses.

This expanded guide explores the legal landscape for nominee directors, the risks associated with corporate money mule activities, and practical steps to safeguard yourself while fulfilling your duties responsibly.

1. Legal Framework: No Distinction Between Nominee and Regular Directors

Under Singapore law, directors are expected to act in the best interests of the company, exercise reasonable care and diligence, and fulfill fiduciary duties. The fact that you may be a nominee director does not exempt you from these obligations. The Companies Act holds all directors fully accountable for any breaches or misconduct, regardless of whether they were actively involved in the operations or merely acting as a nominee.

This includes:

1. Fiduciary Duty: Acting in good faith and in the best interests of the company.
2. Duty of Care and Diligence: Ensuring compliance with Singapore’s laws, including taxation, financial regulations, and corporate filings.
3. Avoiding Conflicts of Interest: Declaring and managing personal interests that may conflict with their role.
4. Accountability for Breaches: Directors can be personally liable for corporate violations, including fraud, money laundering, or filing false returns.

Ignorance is not a defense. Nominee directors are expected to actively monitor the company’s activities and ensure compliance. Failing to do so can result in severe penalties, including fines, imprisonment, or disqualification from serving as a director.

Consequences of Non-Compliance

Singapore’s legal framework is strict, with significant penalties for non-compliance:

• Imprisonment: Up to 10 years for serious violations such as money laundering.
• Fines: Up to $500,000 for financial crimes, and $50,000 for filing false information.
• Disqualification: Directors may be banned from holding directorships for significant breaches.

By staying informed and collaborating with compliance experts, nominee directors can minimize their risks.

2. Money Mule Activities: A Real Threat to Nominee Directors

What Are Money Mule Activities?

Money mules are individuals or companies used to transfer or launder illicit funds. Nominee directors may unknowingly facilitate such activities if they fail to exercise proper oversight of the company’s financial transactions.

Legal Consequences of Money Mule Activities

Singapore has implemented strict penalties to combat financial crimes, particularly money mule activities. Recent legislative changes have introduced:

• Mandatory Minimum Jail Term: A minimum of six months in jail for anyone convicted of facilitating money laundering or scam-related activities.
• Increased Severity for Serious Offenses: For large-scale fraud or deliberate participation, offenders may face caning in addition to jail time.
• Fines: Up to $500,000 for money laundering offenses, or $125,000 for operating without a payment services license.

3. Responsibilities of Nominee Directors

Active Oversight

Nominee directors must actively participate in the company’s affairs:

1. Attend Board Meetings: Regularly attend and actively contribute to board meetings. Ensure minutes are properly recorded as evidence of involvement.
2. Monitor Financial Transactions: Review the company’s bank statements and financial records regularly and watch for unusual transaction patterns, such as large sums being moved with minimal documentation.
3. Identify Red Flags: Watch for unusual transaction patterns or unexplained large sums being transferred through company accounts.

Compliance Checklist for Nominee Directors

To help nominee directors stay compliant, here’s a checklist you can use regularly:

• ✅ Attend all board meetings and actively participate in discussions.
• ✅ Conduct KYC checks for all clients and business partners.
• ✅ Monitor financial transactions and flag unusual patterns.
• ✅ File Suspicious Transaction Reports (STRs) promptly.
• ✅ Ensure the Register of Registrable Controllers (RC) is accurate and updated.
• ✅ Protect your Singpass credentials – never share or delegate access.
• ✅ Collaborate with a trusted corporate service provider for compliance assistance.

4. Comparative Analysis of Case Studies

Case Study 1: Mr. Qiu Shuo – Failure to Update the Register of Registrable Controllers (RC)

• What Happened? Mr. Qiu failed to update the company’s Register of Registrable Controllers (RC), a mandatory document under Singapore’s corporate governance framework. He knowingly authorized the filing of false information with ACRA.
• Outcome:
  • Fine: $27,000
  • Imprisonment: 12 weeks
  • Disqualification: Banned from serving as a director for five years.

• Key Issues:
  • Neglect of statutory duties.
  • Failure to maintain accurate and transparent corporate records.

• Lesson Learned: Directors must ensure all corporate filings, including the RC, are accurate and updated. Collaborating with a trusted corporate secretarial firm can help avoid such errors.

Case Study 2: Ms. Felicia Tham Li Ling – Negligence in Due Diligence

• What Happened? Between 2016 and 2018, Ms. Tham failed to exercise due diligence, allowing her companies’ bank accounts to receive US$2.87 million in fraudulent funds.
• Outcome: Imprisonment: 16 days.
• Key Issues:
  • Lack of oversight over the company’s financial transactions.
  • Failure to identify or act on red flags.

• Lesson Learned: Nominee directors must proactively monitor the company’s financial affairs and investigate any suspicious transactions. Working with professional accounting firms can provide an additional layer of oversight.

Comparative Analysis

Aspect	Mr. Qiu Shuo	Ms. Felicia Tham Li Ling
Nature of Offense	Filing false information with ACRA (failure to update RC).	Neglecting financial oversight, allowing laundering.
Legal Breach	Section 401(2A)(b) of the Companies Act.	Negligence in monitoring financial activities.
Penalties	$27,000 fine, 12 weeks jail, 5-year disqualification.	16 days imprisonment.
Key Failure	Inaccurate corporate filings.	Lack of financial due diligence.
Lesson for Directors	Ensure accurate reporting and compliance with ACRA.	Actively monitor transactions and conduct due diligence.

5. Safeguards for Nominee Directors

Engage Professional Support

Work with a preferred corporate secretarial and accounting firm for compliance and financial oversight. These firms can:

• Ensure accurate statutory filings, such as annual returns and the RC.
• Provide bookkeeping and financial reporting services.
• Assist with tax compliance and KYC procedures.

Obtain Directors & Officers (D&O) Liability Insurance

Protect yourself from personal liability with D&O insurance, which covers legal fees, settlements, and other financial losses arising from your role as a director.

File Suspicious Transaction Reports (STRs)

Promptly report any suspicious activities to authorities. Filing an STR demonstrates your commitment to compliance and reduces your risk of liability.

6. Key Resources for Nominee Directors

• ACRA Prosecution Highlights: Prosecution Cases
• MAS Guidelines to Notice 626: Anti-Money Laundering Guidelines
• IRAS Corporate Tax Filing Deadlines: IRAS Tax Filing Guide

7. Conclusion

The role of a nominee director in Singapore comes with significant responsibilities and risks. By actively participating in company operations, conducting due diligence, and collaborating with professional service providers, nominee directors can ensure compliance with Singapore’s stringent regulations while safeguarding themselves from liability.

Staying informed, proactive, and diligent is key to maintaining corporate integrity and contributing to Singapore’s reputation as a global leader in financial transparency.

8. How We Can Assist You

At AM Corporate Services [and affiliated entities], we understand the challenges faced by nominee directors, especially in navigating complex compliance requirements. Our tailored corporate secretarial and bookkeeping solutions are designed to reduce your risks and protect your reputation.

Our Services Include:

• Corporate Secretarial Services:
  • Comprehensive management of statutory filings, such as RC updates and annual returns.
  • Proactive monitoring of compliance deadlines to avoid penalties.
• Bookkeeping and Accounting:
  • Maintaining accurate financial records and ensuring timely submission of corporate tax filings to IRAS.
• KYC and Compliance Support:
  • Conducting robust KYC checks and assisting with ongoing due diligence for clients and partners.
  • Flagging suspicious transactions and ensuring nominee directors are fully informed and involved in compliance discussions.
• Transaction Oversight:
  • Identifying unusual financial activities and ensuring nominee directors are included in email communications for further clarification.

Let us help you navigate these complexities with confidence!

For enquiries, feel free to contact us at:

📞 Call: +65 9144 1840
📧 Email: accounts_1@scmohan.com.sg or office@scmohan.com.sg

Our dedicated team of professionals is ready to assist you with compliance, bookkeeping, and corporate governance needs. We’re here to help you navigate your responsibilities as a nominee director with ease and confidence!

Disclaimer

This blog is intended for informational purposes only and does not constitute legal, financial, or professional advice. While every effort has been made to provide accurate and up-to-date information, the content is general in nature and may not address the specific circumstances or needs of individual directors or companies. Readers are encouraged to consult qualified legal, financial, or compliance professionals for advice tailored to their unique situations.

The authors and publishers of this blog accept no liability for any actions taken based on the information provided herein. Readers should also reference authoritative sources such as ACRA, MAS, and IRAS for the latest regulatory updates and requirements. For assistance with corporate secretarial or bookkeeping services, feel free to reach out to us for professional guidance.