Can a foreigner be the sole director of a Singapore company?

No. Every Singapore company must have at least one director who is ordinarily resident in Singapore. A foreigner can serve as a director, but not as the only one unless they hold an appropriate visa that qualifies them as a local resident, such as an Employment Pass or EntrePass tied to the company.

Can I appoint myself as a director of my own company in Singapore?

Yes. You can be both the sole director and sole shareholder of your company, provided you meet the legal requirements. You must be at least 18 years old, not disqualified from acting as a director, and if you are the only director you must also be ordinarily resident in Singapore.

Do directors need to live in Singapore?

Not all directors need to live in Singapore. However, every company must have at least one director who is ordinarily resident in Singapore.

If I appoint a Nominee Director, do they have control over my company?

No. A Nominee Director is appointed only to meet Singapore’s legal requirement of having a local resident director. They do not take part in the management or decision-making of your company. As the shareholder, you retain full control over the business and its operations.

How many directors must a company have?

A Singapore company must have at least one director who is ordinarily resident in Singapore. Beyond this, the company can appoint any number of additional directors. There is no maximum limit on the number of directors a private limited company can appoint.

Can a director be held personally liable for company debts?

In most cases, directors are not personally responsible for the debts of a Singapore private limited company. However, liability can arise in certain situations, such as: If the director is involved in fraud or wrongful trading. If the director has acted negligently or breached fiduciary duties. If the director has provided a personal guarantee for a loan or contract.

Singapore Company Directors:
Requirements, Duties, and Liabilities

Last Updated: Sep 2025

Under the Singapore Companies Act, every company must appoint at least one director who is responsible for overseeing the company’s operations and ensuring it complies with all statutory obligations. Directors are accountable for decisions made on behalf of the company, and their role carries both authority and legal responsibilities.

This guide explains the requirements, duties, and liabilities of company directors for Singapore private limited companies. It offers essential knowledge for anyone planning to incorporate or manage a Singapore company.

Ready to Incorpoarte?

Get Started

4.9/5

Key Takeaways about Singapore Company Directors

Resident director: Every company needs at least one Singapore-resident director (citizen, PR, or eligible pass holder).

Eligibility: Directors must be natural persons, 18+, with full legal capacity; corporate directors are not allowed.

Director Powers: Directors manage daily operations, but major actions (e.g. share issues, constitution changes, winding up) need shareholders' approval.

Duties: Company Directors must act in good faith, exercise care, avoid conflicts, and ensure compliance with filings and financial reporting.

Liability: Breaches can lead to fines, imprisonment, disqualification, or personal liability for wrongful or insolvent trading.

Appointment: Directors are appointed at incorporation or later via board/shareholder resolution and must be filed with ACRA within 14 days. A resident director must always be maintained.

Key Requirements for Singapore Company Directors

Who Can Be a Singapore Company Director?

To be appointed as a director of a Singapore company, an individual must:

Be at least 18 years old

Be a natural person (corporate directors are not permitted in Singapore)

Have full legal capacity and not be disqualified (for example, due to bankruptcy or criminal convictions)

Local Director Legal Requirement

There is no limit on the number of directors a company may appoint. However, the law requires that at least one director must be ordinarily resident in Singapore. This means the person must be a Singapore citizen, permanent resident, or a foreigner holding an appropriate pass (such as an EntrePass, Employment Pass, or Dependant’s Pass) with a local residential address.

For foreign entrepreneurs, this requirement is often the main hurdle to incorporation. If you do not have a local contact to act as your resident director, you can use our Nominee Director service to meet this legal obligation. For a detailed overview, see our complete Nominee Director Guide.

Powers of a Singapore Company Director

Company directors in Singapore are empowered to make decisions and act on behalf of the company, except in matters where the law or the company’s constitution requires a shareholder resolution (either ordinary or special).

Examples of decisions
that directors may make
independently

Directors are entrusted with broad authority to manage the company on behalf of its shareholders. Their powers generally include:

Making business and operational decisions.
Entering into contracts and binding the company legally.
Managing company funds and property.
Hiring employees and overseeing company policies.

For example, a director may sign contracts with suppliers on behalf of the company or approve the opening of a corporate bank account.

Examples of decisions
that require shareholder
approval

However, director powers are not unlimited. Certain major decisions require shareholder approval, such as:

Changing the company’s constitution.
Issuing new shares or altering share capital.
Approving mergers, acquisitions, or winding up the company.

In practice, this means directors can run the day-to-day business, but shareholders retain ultimate control over fundamental matters. Directors must always act within the scope of the company’s constitution, the Companies Act, and in the best interests of the company.

describing requirements for singapore company directors

Have Questions About
Singapore Company Directors?

Our experts are here to listen and guide you. Share your needs and we’ll respond right away.

Talk to Our Experts

Duties and Responsibilities of a Singapore Company Director

Directors are not only given authority, they also carry significant responsibilities. To ensure that directors act in the best interest of the company, both the Singapore Companies Act and the common law impose a range of fiduciary and statutory duties.

Fiduciary Duties of a Director

As key decision-makers, directors have a legal and ethical obligation to safeguard the financial health and long-term interests of the company. Their fiduciary duties include:

Act in good faith in the best interests of the company
Exercise care and diligence when making decisions
Avoid conflicts of interest
Do not misuse power or company information

Statutory Duties of a Director

In addition to fiduciary responsibilities, directors must also comply with statutory obligations as set out in the Companies Act:

Ensure compliance with the Companies Act, including filing annual returns, maintaining statutory registers, and holding shareholder meetings.
Maintain proper accounts and ensure that accurate financial statements are prepared.
Prevent insolvent trading, meaning they must not allow the company to continue business if it cannot pay its debts.
Disclose any personal interest in company transactions.

Penalties for Non-Compliance

The above duties are legal obligations, not just best practices. Failure to comply can result in fines, disqualification, or even prosecution.

Civil Penalties for Breach of Director’s Duties

If a director breaches any of the core fiduciary duties, the company may pursue legal action in civil court. Remedies may include:

Requiring the director to compensate the company for any losses suffered;
Recovering any profits or benefits obtained by the director as a result of the breach;
Invalidating any decisions or transactions made while the director was in breach of duty.

Criminal Penalties for Breach of Director’s Duties

In serious cases, a director may also face criminal charges. Penalties can include:

A fine of up to S$5,000, and/or
Imprisonment for up to 1 year.

Risks and Liabilities of a Company Director

With authority comes accountability. Directors in Singapore can be held personally liable if they fail to perform their duties properly. Key risks include:

Civil liability

Directors may be sued for losses caused by negligence, breach of duty, or mismanagement.

Criminal liability

Certain breaches of the Companies Act, such as failing to file statutory documents or providing false information, can result in fines or imprisonment.

Disqualification

Repeated or serious breaches can lead to disqualification from acting as a director in the future.

Personal liability for debts

If a director allows the company to trade while insolvent, they may be personally responsible for the company’s debts.

For example, directors who ignore annual filing obligations can face both financial penalties and disqualification. Similarly, approving business decisions that put the company into debt when it is already insolvent can expose directors to personal claims from creditors.

Understanding these risks highlights why directors must act diligently and in compliance with the law.

How Is a Company Director Appointed in Singapore?

Directors for a Singapore company are appointed either at the time of incorporation or later by passing a board or shareholder resolution.

Appointment During Company Incorporation

When registering a new company in Singapore, at least one director who is ordinarily resident in Singapore must be appointed. This appointment is made through the company incorporation application submitted to ACRA. The information of the proposed director (including name, identification number, residential address, and consent to act) must be provided at this stage.

Appointment After Incorporation

To appoint a new director after the company has been incorporated, follow these steps:

Step 1

Review the Company Constitution

Ensure that the Company Constitution permits the board or shareholders to appoint additional directors and understand any specific procedures required.

Step 2

Obtain Director’s Consent

The proposed individual must provide written consent to act as a company director.

Step 3

Pass a Board or Shareholder Resolution

Depending on the Constitution, the appointment may require a resolution by the board of directors or approval by shareholders at a general meeting.

Step 4

File with ACRA

The company must notify ACRA of any new director appointment within 14 days.

Trusted by Global Entrepreneurs Like You

First-class service!

Guys, thanks for getting things done so efficiently. Your advice and guidance for establishing our banking relationship with UOB was the real deal. I have been very impressed with your firm since my very first interaction and now that everything has been completed, I am very glad that I selected you. I would wholeheartedly recommend you to fellow entrepreneurs who are considering incorporating a company in Singapore.

May Liu

Founder, MAYNAMI PTE. LTD.

How to Remove a Director of a Singapore Company?

A Singapore company director may step down voluntarily or be removed by the shareholders.

Voluntary Resignation

A director may resign at any time by giving written notice to the company, subject to any conditions in the Constitution or director service agreement.

Removal by Shareholders

Shareholders passing an ordinary resolution to remove the director, provided the constitution does not state otherwise.

In either of these cases, the following rules applies:

The company must then file a notice with ACRA within 14 days to update its records.
If the departing director is the only local resident director, the company must immediately appoint a replacement who satisfies the local director requirement. ACRA will not allow a company to be left without a resident director at any time.
It is important to note that removing a director does not release them from liability for acts carried out while they were in office.

Automatic Disqualification of Directors

Under the Singapore Companies Act, certain individuals are automatically disqualified from acting as company directors. Disqualification applies if a person:

Is an undischarged bankrupt.
Has been convicted of offenses involving fraud, dishonesty, or corruption.
Has been convicted of three or more filing-related offenses under the Companies Act within the past five years.
Has been disqualified by a court order or by ACRA for misconduct or breach of duties.

A disqualified individual cannot serve as a director unless permission is granted by the court or relevant authority.

Our Corporate Services

At CorporateServices.com, experienced and ACRA-approved teams provide end-to-end support for entrepreneurs setting up and managing their companies in Singapore. Services include:

Company incorporation with full compliance support.
Ongoing corporate administration, including accounting, tax, and statutory filings.
Nominee Director service for foreign entrepreneurs who need a trusted local resident director to meet regulatory requirements.

If you are considering setting up a Singapore company, review our Incorporation Packages to see how we can support your business from day one.

Business consultants advising on singapore company directors appointment

Ready or Have Questions?

Tell us your needs and we will get in touch with you promptly.

Contact Us

Author

Jacqueline Low

Jacqueline has been in the corporate services industry for over 25 years. She has helped thousands of entrepreneurs and business clients understand and navigate the various statutory and regulatory requirements, avoiding expensive mistakes.

Frequently Asked Questions
About Singapore Company Directors

There is no fixed limit on director remuneration in Singapore. Directors may be compensated through fees, salaries, bonuses, or other benefits. However, all director payments must be approved by the shareholders, unless the company’s constitution states otherwise.

For private limited companies, approval is usually straightforward through an ordinary resolution. For public companies, the approval process is stricter and subject to additional disclosure requirements.

A director can resign by giving written notice to the company in accordance with its constitution. The resignation takes effect once the notice is received or on a later date specified in the notice. The company must then file the change with ACRA within 14 days to update its records.

If the resigning director is the company’s only local resident director, a replacement must be appointed before the resignation can take effect.

Singapore Company Directors: Requirements, Duties, and Liabilities

Table of Contents