Singapore Company Director

Are you wondering about the appointment requirement and procedure, or duties and powers of Singapore company directors? The best way to remain compliant with the nuances of Singapore law is to connect with a corporate services provider.

To contact a professional who can help you navigate the complexities of company directors’ appointments, contact us. Otherwise, read this comprehensive article with a detailed overview of company directors in Singapore.

Topics to be discussed

Singapore Company Director Requirements

Singapore Company Director Appointment Procedure

Resignation of Singapore Company Director

Removal of Company Director in Singapore

Register of Company Directors

Powers of Company Director in Singapore

Duties of Company Director in Singapore

Liabilities of Singapore Company Director

Singapore Company Director Requirements

Under the Singapore Companies Act, every Singapore company must have at least one company director who is an ordinary resident of Singapore. An ordinary resident is defined as any person who is a Singapore Citizen, Singapore Permanent Resident, Employment Pass, or EntrePass holder.

Who Can Be a Singapore Company Director?

Singapore allows both local residents and foreigners to be company directors as long as they meet the following requirements:

• The individual is a natural person, meaning a director cannot be a corporation;
• The individual is at least 18 years old.

Who Cannot Be a Company Director?

There are several cases where a person may be disqualified from being a company director of a Singapore company; these include:

• Being bankrupt
• Being convicted of criminal offenses that involve fraud or dishonesty
• Being disqualified by an order made by the court
• Being convicted of 3 or more filing related offenses under the Companies Act within a period of 5 years.
• Having 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.
• Having a company wound up for reasons of national security or interest

Once disqualified, the person will not be permitted to be a director or manage any local or foreign company unless the person seeks permission from the High Court. If the director has gone bankrupt, they must seek permission from the court official who is presiding over the bankruptcy, also known as the Official Assignee.

Local Director in Singapore

Every company that is registered in Singapore must have at least one director who is a resident of the country. This is a regulation of the country's Companies Act. If a foreigner incorporates a company in Singapore but does not have a local person who can act as a resident director of the new Singapore company, then the foreigner can "hire" a person to act as a director for a fee.

Such a director is called a Nominee Director or ND; sometimes the term "local director" is used. The ND must be a citizen or Permanent Resident of Singapore and must have a permanent address that is located in Singapore. If you want to find out more about a Singapore company director search, see our article about the Nominee Director in Singapore.

Singapore Company Director Appointment Procedure

In general, company directors are appointed through an ordinary resolution passed during a general company meeting, however, the specific manner of appointment is dictated by the memorandum and articles of association of the company.

An ordinary resolution is a decision voted on by the shareholders of the company. Before an ordinary resolution can be passed, it must receive at least 50% of the votes cast at the general meeting. A company can pass an ordinary resolution through a physical meeting or by written means.

In most cases, before an ordinary resolution is passed, the board of directors has the power to appoint alternate or replacement directors who hold office until the next general meeting where they can be re-elected by the shareholders.

Before a director can be officially appointed, companies must first complete a series of documents and file an appointment of director notice with ACRA.

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Filing an Appointment of Company Director with ACRA

For an incoming director who is considered an ordinary resident of Singapore, an existing director or the company secretary can file an appointment of director notice with ACRA online using BizFile. However, if the director is a foreign resident, the company is required to file the appointment of director through a registered corporate service provider.

Once the appointment has been filed with ACRA and the necessary fees are paid, the director is considered officially appointed.

Documents Required to Appoint a Singapore Company Director

Here is the list of documents required for appointment of company directors:

• A declaration of consent to act as a director
• The director’s disclosure of all other directorships or shareholdings
• A signed board resolution that approves the appointment

How to Add a Director to a Singapore Company?

Adding a director to a Singapore company is a straightforward process that involves the following steps:

The new director must be willing to take on the role and must provide written consent to the appointment.

The shareholders of the company must approve the appointment of the new director at a meeting. This can be done at an annual general meeting (AGM) or at a special meeting called for this purpose.

Once the shareholders have approved the appointment, the company must file the necessary forms with the ACRA to update the company's register of directors.

The company must also update its statutory records to reflect the change in directors. This includes the company's register of directors, minutes of meetings, and any other relevant documents.

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Resignation of Singapore Company Director

According to the Singapore company directors requirements enshrined in the Companies Act, a company director may resign as long as there is still at least one director who is an ordinary resident of Singapore. Furthermore, the director must comply with the resignation procedure outlined in the company’s memorandum and articles of association. Typically, a director must give notice of their resignation in writing. The resignation letter must be sent by registered mail to the registered office of the company.

Once notified of a director’s resignation, the company is required by law to file a cessation of director with ACRA within 14 days. Similar to appointing a director, the company can file a resignation of a director through BizFile.

Removal of Company Director in Singapore

In accordance with the Companies Act, a Singapore company director can be removed by an ordinary resolution of shareholders before the expiration of his or her period in office as long as it also complies with the memorandum and articles of association of the company.

Once a director has been removed, the company must file a removal of director notice with ACRA within 14 days. As with the appointment or resignation of a director, companies can file a removal of director notice through BizFile.

Register of Company Directors

Under the Companies Act, companies are required to maintain a register of company directors that contains the following information for each director:

• Full name and any former name(s)
• Residential address or, at the director’s option, alternate address
• Nationality
• Identification
• Date of appointment and
• Date of cessation of appointment.

In addition, the Register of Directors must also include the following for each director:

• A signed copy of the declaration of consent to act as a director
• A statement that verifies the director is not disqualified from being a director of the company

The Register of Directors must be kept at the company’s registered address. However, if the company chooses to keep the register of directors at another location, they must notify ACRA of the location within 14 days of the Registrar being moved.

How to Conduct for a Singapore Company Director Search?

This is a government database that allows you to search for company information, including the names and details of the company's directors.

This is a public register maintained by ACRA, where you can find information on all Singapore-registered companies, including the names and details of the company's directors.

There are several online business directories such as Google, Yelp Business Directories where you can search for companies by name or industry and find information about their directors.

Powers of Company Director in Singapore

The Companies Act states, “The business of a company shall be managed by, or under the direction or supervision of, the directors” and that, "The directors 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 general meeting”.

In general, this means company directors in Singapore have the authority to make all decisions on behalf of the company unless the matter requires an ordinary or special resolution decided upon by a shareholder vote.

• Opening a bank account
• Borrowing or lending funds
• Investing company funds
• Selling company assets

• Declaring Dividends
• Appointing and removing auditors
• Electing directors in place of retiring directors
• Alteration to clauses in the Constitution
• Reducing the share capital of the company
• Changing the company name

Duties of Company Director in Singapore

A Singapore company is bound by the decisions of its directors. To ensure that directors make decisions in the best interest of their company, Singapore common law and the Companies Act mandate that directors fulfill both fiduciary and statutory duties.

Fiduciary Duties of a Singapore Company Director

With ultimate decision-making power, a company director has an ethical and legal obligation to promote the financial well-being of the company. In upholding the fiduciary duties a director must:

Directors are expected to give their undivided loyalty to the company. Therefore, all decisions should be made to benefit the interests of the company, while all personal and third party interests should be set aside.

Company directors should do their best possible to eliminate situations where their own personal interests are in conflict with the interests of the company. Examples of conflicts of interest include:

• Entering a transaction where the director stands to personally benefit at the expense of the company
• Diverting business from the company to a competing business
• Serving as a director for a competing business

Company directors will be measured by the experience that they bring to the company and are expected to run the company to the best of their skill.

Company directors are expected to only use the power and information vested in them by the company to benefit the company.

Statutory Duties of a Singapore Company Director

Under section 199 of the Companies Act, a company director must ensure that accounting records are kept that demonstrate the financial health of the company. The records must be held in a location where they can be inspected easily by other company directors.

According to section 201 of the Companies Act, company directors are required to submit financial statements to shareholders at least once a year at the company's Annual General Meeting.

Company directors are required to hold the following meetings that may vary based on the size of the company and the company’s business structure.

• Annual General Meetings (AGM): All companies are required to hold annual general meetings at least once a year.
• Statutory Meetings: Directors of Public companies are required to hold a statutory meeting within the first three months after starting business.
• Extraordinary Meeting: Directors are required to hold an Extraordinary General meeting if requested by the shareholders who combined own a minimum of 10% of the shares in the companya

It is the duty of the company directors to appoint a company secretary within six months of starting business.

The company director must appoint an auditor or a committee of auditors within the first three months after company incorporation in Singapore.

A company director must ensure that shares of the company can be issued only after approval from the shareholders. Any shares issued without the approval of shareholders are considered void.

As a part of a director’s fiduciary duties, a director is required to avoid conflicts of interest. However, if a conflict arises, a company director is obligated to disclose such interests to the company. Below is a list of conflicts of interest examples that must be disclosed according to the Companies Act:

• Interest in company transactions that create a conflict of interest: If a director stands to personally gain from a company transaction, the director must disclose his or her interest at a meeting of the directors that is recorded in the minutes.
• Ownership of office property that creates a conflict of interest: In certain cases, a director can personally gain from owning office property that is also valuable to the company. If such a conflict arises, the company director is required to disclose his or her ownership of the office property to the company at a director’s meeting, which must be recorded in the minutes.

Liabilities of Singapore Company Director

A company director who fails to meet their duties can face both civil and criminal penalties.

For a breach of any of the four fiduciary duties, a company can do any of the following in civil court:

• Demand that the director pay for any damages incurred by the company
• Demand the director return any profits earned while in breach
• Declare any acts or decisions made by the director to be invalid

Similarly, a director in breach of their fiduciary duties can face the following criminal liabilities:

• A fine of up to S$5,000 or
• Up to 1 year in prison

Below is a non-exhaustive list of liabilities a director faces for each of their fiduciary and statutory duties.

Under section 199 of the Companies Act, a company director who fails to keep an accounting record faces a fine of up to S$2,000 and/or a prison sentence of up to 3 months.

According to Section 201 of the Companies Act, any company director who willfully fails to maintain the annual accounts of the company faces a fine of up to S$10,000 or a prison sentence of up to 2 years.

Under section 174 of the Companies Act, a company director of a public company who fails to hold a statutory meeting faces a fine of up to S$1,000 and a default penalty. Similarly, under section 175, a director who fails to hold an annual general meeting faces a fine of up to S$5,000 and a default penalty.

According to section 205 of the Companies Act, a company director who fails to appoint an auditor faces a fine of up to S$5,000.

According to section 403 of the Companies Act, a director who issues dividends using a source other than profits can face a fine of up to S$5,000 and a prison sentence of up to 12 months. The director will also be liable to repay any creditors for any debt used to pay the dividend.

Under section 161 of the Companies Act, a company director who issues shares without shareholder approval may be liable to compensate the company and shareholder to whom the shares were issued.

Under section 156 of the Companies Act, a company director who fails to disclose their interest in company transactions or ownership of office property will face a fine up to S$5,000.

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FAQs for Singapore Company Directors

A foreigner can act as a company director in a Singapore company as long as there is one local director (may be a nominee director).

Yes, single director companies are allowed in Singapore. According to the Companies Act of Singapore, there is no legal requirement for a company to have a minimum number of directors. A single director company can be formed and registered with the ACRA in the same way as a company with multiple directors. However, remember that there is also a requirement to have at least one local director. Thus, only a Singaporean PR or citizen can be a director of a single director company.

In Singapore, a company director can also serve as the company secretary, but it is not mandatory. The Companies Act requires a Singapore-incorporated company to appoint at least one company secretary who must be a natural person and ordinarily resident in Singapore.

It is important to note that a company secretary is responsible for ensuring that the company complies with all legal and regulatory requirements, and for maintaining accurate records of the company's financial and legal transactions.

Given the importance of such a position, new and existing companies often choose to appoint an experienced corporate service provider to act as their company secretary. The corporate service provider can provide expert guidance as well as uphold the administrative and statutory duties to ensure the company’s compliance with Singapore law as it grows and expands.