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Company Director

Overview

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.

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 ordinarily resident.
  • 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 companybirth certificate for children, or adopted certificate for adopted child).

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.

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.

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 required

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.

Note

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!