Company Directors in Singapore

According to the Companies Act, every company must have at least one director who is ordinarily resident in Singapore, and where the company has only one member (also known as a shareholder), that sole director may also be the sole member of the company.

If a company is unable to meet the requirements of the Act, you may subscribe to nominee director services.

What are the qualifications of a director?

A natural person (i.e. not a corporation)
18 years of age and above and of full legal capacity
Must not be undischarged bankrupt (whether by Singapore court or foreign court jurisdiction)
Must not be disqualified as a director by an order made by the Court
Must not be convicted of criminal offenses involving fraud or dishonesty
Must not be convicted of 3 or more filing-related offenses under the Companies Act within a period of 5 years
Must not have 3 or more High Court Orders made against him or her compelling compliance with the relevant requirements of the Act within a period of 5 years.
Must not have a company wound up for reasons of national security or interest

Subject to compliance with prevailing laws and regulations on the employment of foreign manpower, an Employment Pass holder may be accepted as a director who is ordinarily resident in Singapore. EP holders who wish to undertake a secondary directorship position in another company (apart from the company his EP is approved for), will have to apply for and be granted a Letter of Consent (LOC) before registering their directorship positions with ACRA.

Duties of directors

A company director is responsible for managing the matters of the company and setting the company’s strategic direction.

They must at all times act honestly and use reasonable diligence in the discharge of the duties of their offices. The director must observe his or her fiduciary and statutory duties at all times.

Fiduciary duties
The director is not to make improper use of his or her position to gain an advantage for himself or herself or any other person or to cause detriment to the company.

Statutory duties
As stated in the Companies Act, the director must keep accounting and other records that will sufficiently explain the transactions, the financial position, and the performance of the company. Financial statements that are to be prepared from time to time must comply with the requirements of the Singapore Accounting Standards.

As stipulated in Section 201 of the Act, it is the duty of the director to lay before the company at its annual general meeting the financial statements for the financial year in respect of which the annual general meeting is held.

The director is also responsible to ensure that the company files its Annual Return with ACRA within the deadline; in the case of a private company is 7 months after the end of its financial year.

Breaching the director’s duties

Breaching the director’s duties may result in both civil and criminal charges. Different offenses carry a different level of penalty. Director may be liable for up to S$5,000 or even imprisonment of up to two years for common offenses. Other offenses can result in the disqualification of being a director for a period of 5 years.

Powers of directors

The business of a company is managed by, or under the direction or supervision of, the directors. They may exercise all the powers of a company except any power that the Companies Act or the Constitution of the company requires the company to exercise in a general meeting.

Appointment of a director

Generally, the appointment of a director is mandated by the company’s Constitution. The company may from time to time increase or decrease the number of directors through an ordinary resolution passed at a general meeting.

An ordinary resolution is a conclusion voted by the members of the company in a general meeting. A resolution is passed by a simple majority (50%) of the members by physical meeting or written means.

The documents to be prepared and maintained in the company’s statutory records for the appointment of a director are as follows:

Declaration and Consent to Act as Director and Statement of Non-Disqualification to Act as Director (Form 45) signed by the incoming director.
Signed board resolution approving the appointment of director

The appointment of a director must be lodged to ACRA within 14 days from the effective date of appointment. Once the appointment has been filed and necessary fees are paid to ACRA, the incoming director is considered officially appointed.

If the director to be appointed is holding a foreign identification number (FIN), it is advised to check with the issuing authority on their eligibility before registering or accepting an appointment to be a company director.
Foreigners who want to relocate to Singapore to manage the company should seek approval from the Ministry of Manpower after the formation of the company. Please click here for different types of work visas in Singapore.

Resignation of a director

Unless the Constitution otherwise states, a director of a company may resign by giving the company a written notice of his or her resignation. The resignation of a director is not conditional upon the company’s acceptance of his or her resignation, however, a director may resign or vacate his or her office as long as there is remaining in the company at least one director who is an ordinarily resident in Singapore.

Similar to the appointment of a director, the resignation of a director must be lodged to ACRA within 14 days from its effectivity.

Removal of a director

According to the Companies Act, a private company may by ordinary resolution remove a director before the expiration of his or her period of office despite anything in any agreement between the private company and the director.

The removal of a director must be lodged with ACRA within 14 days once the director is removed.

Alternate directors and substitute directors

Subject to the company’s Constitution, any director may, with the approval of the board of directors, appoint any person to be an alternate or substitute director in his or her place for any period as he or she thinks fit.

Any person holding office as an alternate or substitute director is entitled to notice of meetings of the directors and to attend and vote at meetings of the directors, and to exercise all the powers of the appointee in the appointer’s place.

Register of directors

The company must keep a register of directors containing the following information in respect of each director of the company:

Full name and any former name;
Residential address or, at the director’s option, an alternate address;
Nationality
Identification
Date of appointment
Date of cessation of appointment

The company must notify ACRA within 14 days if the register is not kept at the registered office address of the company.

Are you a newly-appointed or an aspiring company director?

You can register for ACRA’s free online Director’s Training Programme for a better understanding of your statutory duties and responsibilities. You will learn the following: