Who Does Nominee Directors Owe Duties To in Singapore?

In the city-state of Singapore, understanding who does nominee directors owe duties to is essential for every business owner, especially when appointing or acting as a nominee director. The term nominee refers to someone appointed to act on behalf of another, often a parent company or shareholder, but the legal obligations of a nominee go far beyond representation.

Who’s the Boss? Who Nominee Directors Owe Their Duties To The Company?

Despite being appointed by an appointor, a nominee director in Singapore owes their duties to the company, not to the individual or entity that appointed them. A nominee director is a director of the company, and like any director in Singapore, they are bound by the statutory and fiduciary duties outlined in the Companies Act and defined by precedent, including the Singapore Court of Appeal.

The primary responsibility of a nominee director is to act in the company's best interests. This includes placing the company's and its stakeholders' interests above personal or third-party interests. Even if a nominee director is appointed to represent a particular shareholder, the nominee must exercise independent judgment in all matters before the board of directors, including during board meetings and strategic decision-making.

The fiduciary duty to act with loyalty, care, and diligence means a nominee director cannot blindly follow instructions from the appointor or service provider offering nominee director service. It is the role of the director to make decisions that align with the long-term health and best interests of the company. Failing to do so can result in breaches of director duties, reputational harm, and legal consequences, especially when such actions are scrutinized by regulatory bodies or the Privy Council.

A nominee director must also comply with ongoing legal and regulatory requirements, such as maintaining the integrity of board decisions, managing potential conflicts of interest, and upholding duties to the company in areas like financial reporting, compliance, and governance. These duties apply whether the person is serving as a resident director, managing director, or nominee.



It is a misconception that nominee and regular directors differ in legal obligations. In fact, a director is a director, regardless of how they were appointed. Every director has a duty to act in the company's best interests, ensure proper records are maintained, and engage meaningfully in board of directors discussions. The legal precedent affirms that a nominee director is subject to the same expectations as any director in Singapore.

The Role of a Nominee Director in Decision Making and Corporate Governance

As a director on the board of a company, a nominee director is expected to actively participate in decision-making, rather than simply following instructions from their appointor. This means reviewing the company’s operations, financial performance, and risk factors, and contributing meaningfully during board meetings. Their role must align with the fiduciary duty to act in the company's best interests, and failure to engage properly can result in a breach of director duties. In Singapore, this expectation applies equally to nominees, resident directors, and managing directors alike.

Director Duties in Singapore: What Every Business Owner Must Get Right or Risk It All

For any business owner, understanding the duties of nominee directors is not just a legal formality—it’s a strategic necessity. Whether appointing a nominee director through a service provider or being asked to act as a director, it’s essential to know the legal requirements and responsibilities involved. The Singapore Court of Appeal has reinforced that directors must act with care, loyalty, and integrity regardless of their title. Misunderstanding these roles can harm both the company's reputation and its compliance standing.



In conclusion, for any business owner working with a nominee director service or considering acting as a nominee director, the answer to "who do nominee directors owe duties to" is unequivocal: the company. Upholding the fiduciary duty to act in the best interests of the company is not optional—it is the core of responsible corporate governance in Singapore.

Don’t Risk It — Let CFO Group Handle Your Nominee Director Duties Right

Director duties in Singapore aren’t just legal checkboxes — they can make or break your company’s credibility. At CFO Group, we don’t just assign nominee directors — we deliver peace of mind. Every appointment is backed by legal clarity, fiduciary integrity, and full compliance with the Companies Act.

Whether you’re a business owner appointing a nominee director or stepping into the boardroom yourself, we make sure you’re protected at every level.