Singapore Directors:
Duties & Compliance
Launching a new startup and wondering about the role, requirements, or legal responsibilities of company directors in Singapore?
This article offers a clear and practical overview of what company directors are expected to do under Singapore law — including how they are appointed, what duties they hold, and the compliance standards they must meet. Whether you're a founder appointing directors or stepping into the role yourself, understanding these essentials is key to running your company responsibly.
Topics to be discussed
Company Director Requirements in Singapore
Who Can Be a Singapore Company Director?
Singapore allows both locals and foreigners to serve as company directors, provided they meet the following basic requirements:
- The individual must be a natural person (i.e., not a corporate entity)
- The individual must be at least 18 years of age
Who Cannot Be a Company Director?
Certain individuals are disqualified from acting as company directors under Singapore law. Disqualifications include:
- Being undischarged bankrupt
- Being convicted of fraud or dishonesty-related offenses
- Being disqualified by a court order
- Having three or more filing offenses under the Companies Act within a five-year period
- Having three or more High Court compliance orders issued against them within five years
- Having been a director of a company that was wound up on grounds of national security or interest
A disqualified person cannot manage or act as a director of any company—local or foreign—without approval. Bankrupt individuals must obtain consent from the Official Assignee, and others must apply for leave from the High Court.
The Local Director Requirement
As per the Companies Act, every Singapore-registered company must have at least one local resident director. If a foreign entrepreneur incorporates a company in Singapore and does not have a local person to serve as a director, they may appoint a Nominee Director for a fee.
A nominee director must be a Singapore Citizen or Permanent Resident with a local residential address. The nominee assumes the legal responsibilities of a director but does not participate in day-to-day operations unless separately authorized.
To learn more about the Nominee Director role and its implications, see our Singapore Nominee Director Guide.
Powers of a Singapore Company Director
The Singapore Companies Act provides that:
- The business of a company shall be managed by, or under the direction or supervision of, the directors, and
- 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 practical terms, this means that 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:
- Opening corporate bank accounts
- Borrowing or lending company funds
- Making investment decisions for the company
- Disposing of or selling company assets
Examples of decisions that require shareholder approval:
- Declaring dividends
- Appointing or removing company auditors
- Electing directors to replace those retiring by rotation
- Amending the company’s Constitution
- Reducing the company’s share capital
- Changing the company’s name
These distinctions are important for understanding the scope of authority that directors possess and when they must defer to shareholders.
Duties of a Singapore Company Director
Fiduciary Duties of a Director
Statutory Duties of a Director
Penalties for non-compliance
Directors who fail to fulfill their fiduciary or statutory duties may face both civil and criminal consequences under Singapore law.
Civil Penalties for Breach of Fiduciary 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 Fiduciary 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
How to Appoint a Director of a Singapore Company
Appointing a director in Singapore is a straightforward process but must be done in accordance with the Companies Act and the company’s Constitution. The appointment can occur either during the initial incorporation process or at any time afterward through 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:
- Review the Company Constitution: Ensure that the Constitution permits the board or shareholders to appoint additional directors and understand any specific procedures required.
- Obtain Director’s Consent: The proposed individual must provide written consent to act as a director (typically through a Form 45 or equivalent).
- 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.
- File with ACRA: The company must lodge the appointment with ACRA through the BizFile+ portal within 14 days of the appointment. This filing updates the company’s official records.
Key Points to Note
- The appointee must be a natural person aged 18 or older and must not be disqualified under the Companies Act.
- At least one director must be a resident of Singapore (a Singapore citizen, permanent resident, or EP/EntrePass holder with a local address).
- If the company has only one director, that person must not also serve as the company secretary.
Appointing qualified and responsible directors is crucial for sound corporate governance. Always keep proper documentation of the appointment process, including the director’s consent and the passed resolutions.
How to Remove a Director of a Singapore Company
Removing a director from a Singapore company must be done in accordance with the Companies Act and the company’s Constitution. The procedure varies depending on whether the director resigns voluntarily or is removed by 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. The company must:
- Ensure at least one resident director remains after the resignation (as required by law).
- File a cessation of directorship notice with ACRA via the BizFile+ portal within 14 days.
Important: A sole director cannot resign unless a replacement is appointed.
Removal by Shareholders
Under Section 152(9) of the Companies Act, a company may remove a director by an ordinary resolution passed at a general meeting, even if the director was appointed for life or under a special agreement.
Steps for shareholder-initiated removal:
- Call a General Meeting: Shareholders must give special notice of at least 28 days to propose the resolution to remove a director. The company must then send at least 14 days’ notice of the meeting to all shareholders.
- Allow Director Representation: The director has the right to be heard at the meeting and can submit written representations.
- Pass the Resolution: The resolution is passed by a simple majority vote at the meeting.
- Update ACRA: The company must file the change with ACRA within 14 days of removal.
Automatic Disqualification
A director may also be removed automatically due to disqualification under the Companies Act, such as:
- Bankruptcy
- Conviction of fraud or dishonesty
- Court orders
- Failure to meet statutory filing obligations
In such cases, the company must notify ACRA promptly.
Start Smart. Start in Singapore.
Trusted experts, fixed fees, and an all-digital experience for modern founders
