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
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.
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?
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
- 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?
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.
Duties of Company Director in Singapore
Fiduciary Duties of a Singapore Company Director
Statutory Duties of a Singapore Company Director
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.