All you need to know about Directorship in Singapore

To form a company in Singapore, there shall exist at least one ordinarily resident director in the company. The law also permits a company which has a sole member and a director to be one and same person. Upon contravention, the Registrar, may, on his own or on application by any person, direct the members of the company to appoint a resident director. However, director can only be a person who has attained 18 years of age and is Singapore Permanent Resident or EntrePass holder.

Director

IMPORTANT ROLES AND RESPONSIBILITIES OF DIRECTOR

While there is a wide variation of the role and functions actually performed by the board of directors, certain areas of responsibility are generally accepted:
 
(a) to establish and implement basic objectives and broad policies of the company consistent with its objects as set out in the memorandum and articles of association of the company;
(b) to elect officers of the company and to advise, approve, supervise and review the actions and performance of such officers;
(c) to acquire, dispose of, charge and safeguard the assets of the company; (d) to approve important or major financial matters and to ensure that proper reports are given to the shareholders;
(e) to delegate special powers to others on matters requiring board approval;
(f) to maintain, revise and enforce the memorandum and articles of association of the company; and
(g) to establish and perpetuate a sound board of directors.  
 

APPOINTMENT OF DIRECTOR

To act as a director in a company, any person, shall either by himself or through a registered qualified individual authorized by him, filed with the Registrar, documents in the form of :-

  • declaration that he has consented to as a director
  • statements that he is not disqualified and also debarred to act as a director.

Unless the constitution of the company otherwise provides, directors may be appointed by passing an ordinary resolution at a general meeting. Any existing director or company secretary shall file an appointment of director notice with ACRA online using BizFile with the following details and documents:-

  • Full name as in national identification card or passport
  • Date of their appointment
  • Nationality
  • Date of birth
  • Occupation
  • Residential address
  • List of other directorships, if any
  • A declaration of consent to act as a director using
  • The director’s disclosure of all other directorships or shareholdings
  • A signed board resolution that approves the appointment

In case, a company is operating for more than 6 months without a resident director, and any person, being a member of the company and who knows that the company is carrying on business in that manner, continues, for the whole or any part of the period that it so carries on business after those 6 months, shall be liable for the payment of all debts of the company contracted during the period or, as the case may be, that part of it, and may be sued therefore.

RESIGNATION OF DIRECTOR

To resign, a director shall have to follow the resignation as formulated by the company in its constitution.  However, a director shall be liable to resign or vacate his office only if there exists at least one other ordinarily resident director in the company . The resignation is not binding upon the company and thus it reserves the right to not accept such  resignation.

Akin to the appointment of director, the resignation shall also be filed with ACRA online through BizFile.

REMOVAL OF DIRECTOR

ACRA gives power to the company to formulate the procedural requirements in its constitution for removing a director before the expiration of his or her period in office. However, a director may be removed from his position by an ordinary resolution of shareholders.

Upon removal, the company must file for such removal with ACRA through BizFile.

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