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Company Director

Under Section 145 (1) of the Singapore Company’s Act (Cap. 50), a company incorporated in Singapore must nominate at least one director who is ordinarily resident in Singapore. There is, however, no limit on the number of additional appointments of local or foreign directors.

Who is a Company Director?

A director is a person responsible for managing the affairs of the company and providing it with strategic directions. A director must make decisions objectively, act in the best interest of the company, and be honest and diligent in carrying out his duties. A person would have agreed to become a director once he has signed the prescribed Consent to act as Director. Directors are required to reveal their information on public records. They can also be shareholders of the company.

Under the law, there is no difference between an "active", "inactive" or "sleeping" director. The person has to ensure that the company complies with regulatory requirements, regardless of his level of participation in the company's affair.

Who can be a Company Director?

Responsibility of a Company Director

A director is responsible for ensuring that the company complies with all its statutory requirements on time. These include:

Most importantly, a director are fiduciaries of the company and have fiduciary duties. This means that he has a duty to act in good faith and in the best interest and benefit of the company using reasonable diligence in discharging his duties. He is also expected to have a:

If found guilty of breaching the director's duties, the person may be subjected to either civil and/or criminal liabilities. If you as a director are unsure if you are breach your fiduciary duties, you should seek professional assistance for advice.

Holding of AGM

Filing of Annual Returns (AR)

More information on a director's responsibilities and duties can be found in a handbook by ACRA 'ACRA & I – Being an Effective Director', which guides new or aspiring directors on the statutory duties of a director. The handbook is available for download for free.

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Foreign companies that wish to incorporate a company in Singapore can appoint a nominee director to act as the local director. Appointing a competent person as your nominee director is imperative to ensure proper compliance with the laws and regulations here. VOPlus Nominee Director service can put you on the right track. Contact us today for a consultation!