Learn everything you need to know about being a director of a Singapore company - including duties, powers, legal obligations, and compliance requirements.
A Director is an individual appointed to manage and control the affairs of a company. In Singapore, every company must have at least one director who is ordinarily resident in Singapore. Directors have significant responsibilities and are subject to various duties under the Companies Act 1967.
Responsible for managing and controlling company affairs
Subject to statutory and fiduciary duties under law
Can be held personally liable for breaches of duty
Ensure company compliance with laws and regulations
Eligibility and qualification requirements for directors
A Nominee Director is a person who acts as a director on behalf of the actual controller. They must meet "fit and proper" criteria and can only be appointed by a registered Corporate Service Provider (CSP). Nominee directors still carry the same statutory duties and responsibilities as regular directors but typically act under a nominee agreement.
Key statutory and fiduciary duties of directors
Exercise reasonable care, skill and diligence expected of a director in their position
Act honestly and in good faith in the best interests of the company
Not make unauthorized profits from directorship or use company property improperly
Declare any direct or indirect interest in transactions with the company
Authority and powers vested in directors
General power to manage company's business and affairs
Authority over company's financial matters and resources
Power to make decisions regarding corporate structure and governance
Authority to delegate powers and establish committees
A Board Resolution is a formal decision made by the board of directors during an official meeting. It records the board's decisions, including appointing new directors, approving major transactions, or other corporate matters. Resolutions must be approved by a majority of directors present and properly recorded in meeting minutes.
Statutory compliance and reporting obligations
Ensure timely filing of statutory returns and documents with ACRA
Maintain proper books and records of company's affairs
Make required disclosures about company affairs and director interests
Ensure company can meet its obligations and avoid insolvent trading
Ensure company complies with all applicable laws and regulations
Steps to appoint a new director
Verify candidate meets all eligibility requirements and is not disqualified
Pass board resolution to appoint director (if authorized by articles)
Obtain written consent to act as director from the appointee
Submit appointment notification to ACRA with required documents
Update company registers and issue certificate of appointment
Key compliance requirements for directors
Attend board meetings and participate in key decisions
Ensure company files annual returns with ACRA
Approve and file financial statements when required
Notify ACRA of changes in director particulars
Declare interests in company transactions
Stay updated on regulatory changes and best practices
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