Introduction
On 24 April 2025, the High Court of Singapore issued a significant ruling that will reshape how foreign companies appoint local directors when setting up operations in Singapore.
The case involved Mr. Zheng Jia, a Chartered Accountant who offered incorporation and corporate secretarial services to foreign clients. As part of his service, Mr. Zheng acted as a nominee director for hundreds of companies, offering foreign business owners a quick route to satisfy Singapore’s legal requirement for a locally resident director. Over time, he expanded his model by recruiting another individual, Mr. Er, to perform the same role for additional clients.
Case Background
During the trial, the prosecution demonstrated that Mr Zheng and Mr Er failed to discharge their duties as directors appointed to a company. In two specific cases, this failure to exercise diligence and due care had serious consequences.
In one instance, Ocean Wave Shela Pte Ltd—where Mr Zheng was a director—received USD 64,630 in stolen funds. In another, Rui Qi Trading Pte Ltd—where Mr Er was the nominee—was used to launder over USD 2.18 million and SGD 237,000, all proceeds from overseas scams.
Mr Zheng was found to have knowingly facilitated these arrangements and failed in his duty as a director.
The District Court initially imposed fines and disqualified Mr Zheng from acting as a director for five years. However, the prosecution appealed, arguing that a custodial sentence was necessary given the scale and seriousness of the misconduct.
The High Court agreed, overturning the fines and sentencing Mr Zheng to 10 months’ imprisonment.
The ruling introduced a new sentencing framework that distinguishes between casual lapses in diligence and systematic, profit-driven dereliction of duty.
Under this revised approach, directors who intentionally abdicate their responsibilities—especially as part of a commercial model—can expect jail time. Passive involvement is no longer an excuse.
Implications For Foreign Businesses
This decision sends a strong message that re-enforces the obligations of an individual in a fiduciary position: being a director in name only is not, and has never been, acceptable under Singapore law. Directors must take active steps to understand and monitor the companies they are appointed to, regardless of whether they are commercially engaged to do so.
For foreign companies looking to establish a corporate presence in Singapore, it is prudent to expect that:
- Local directors will require access to management accounts and bank statements;
- Board meetings will need to be conducted with the local director present and informed;
- The cost of local director services may increase, including the potential requirement for directors and officers insurance coverage.
In many cases, foreign companies may prefer to appoint someone from within their own organisation to act as the local director. While this may involve relocating a trusted employee to Singapore and obtaining an Employment Pass, it may offer greater transparency and control.
Employment Pass holders can be appointed as directors of their sponsoring company, making this a viable alternative to the traditional nominee arrangement.
Key Takeaways
- Local directors cannot be passive. Legal duties must be actively fulfilled, regardless of commercial agreement.
- Systematic neglect of directorship duties may now lead to jail, not just fines or disqualification.
- Local directorship fees are likely to rise, along with expectations for board involvement and access to company records.
- Foreign businesses should plan ahead—either by identifying trusted Singapore-based personnel or budgeting for relocation and compliance costs.