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
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.
Who can be a Company Director?
- A person who is 18 years old and above.
- A person who is an ordinarily resident in Singapore. By that, it means that his usual
place of residence is in Singapore. A Singapore citizen, PR or an EntrePass holder is an
- An Employment Pass holder may be a director who is an ordinarily resident in Singapore,
subject to compliance with prevailing regulations on employment of foreign manpower.
- The person must not be bankrupt or convicted of offences involving fraud or dishonesty.
- A shareholder of a company can also be the director. However, he cannot serve as the
company secretary at the same time.
Responsibility of a Company Director
A director is responsible for ensuring that the company complies with all its statutory
requirements on time. These include:
- Holding the company's Annual General Meeting (AGM). If a director fails to do so, any
member of the company can apply to Court for an AGM to be held;
- Subsequent filing of Annual Return (AR) by the specified due dates;
- Keeping records of statutory registers, including register of members, register of
directors, managers, secretaries and auditors, register of directors' shareholdings,
register of charges;
- Maintaining the company's accounting records;
- Notifying ACRA on any changes in the Company's Directors, Secretaries, Auditors and
Managers, etc.; and
- Reporting changes in the Register of Director's shareholdings.
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:
- Duty to avoid conflicts of interest
- Duty of care, skill and diligence
- Duty not to misuse powers and information to gain an advantage for himself or any other
person that causes detriment to the company
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
- It is mandatory for companies to hold AGM for its shareholders. If your company is a
private limited company, you may dispense with the holding of AGM if all members have
agreed to it by way of a resolution.
- The company must present its financial statements at the AGM and allow shareholders or
members to raise any queries regarding their investments or other issues.
- Newly incorporated company must hold its first AGM within 18 months from the date of
incorporation. Subsequently, an AGM must be held annually and each not more than 15
months after the previous one.
- The company must also keep proper minutes of the AGM, which is a record of the
proceedings of the meeting.
Filing of Annual Returns (AR)
- As a director, you must ensure that your company files its AR within one month after the
AGM has been held. Find out more here
- A company that dispenses the holding of AGM must still file its AR.
- A dormant company is still required to file its AR within one month of its AGM. In this
case, only a declaration from the director(s) that the company has been dormant is
More information on a director's responsibilities and duties can be found in a handbook by
'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.
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!
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