This article describes what it means to be a company director in Singapore. Who are you eligible for, your responsibilities and duties, how are you appointed and how can you leave the company?
What does the director of the company do?
The director is responsible for running the company’s affairs and directing the company’s management on important matters. Directors can be employees of the company, but not necessarily. The director has several key obligations to the company – we’ll present them below. If you are a director, you act for the company, and the corporation is bound by your actions.
How many directors do you need?
Singapore requires at least one local director. This may be a Singapore citizen or permanent resident, or after company registration the, individual may be sponsored to work as a local director with an employment pass. Many foreign companies that wish to establish a presence in Singapore but do not have a resident choose a nominee director who acts as a local director but will not intervene or act as a local director.
Singapore Company Director Qualifications
To become a director in Singapore, you must:
- Over 18 years of age
- A natural person (i.e. a legal person or business company that cannot be a director)
- A person with right mind
- if the constitution requires a specific share qualification and the person is not qualified, must obtain his qualification within 2 months of his appointment or within a shorter time fixed by the constitution
You cannot be a director if you are:
- An incapacitated director of another company
- An unresolved bankruptcy case
- Involves offenses such as dishonesty or fraud in Singapore / elsewhere, where a prison term of at least 3 months is possible.
- The director of a company dissolved for profit or for national security.
- Any person convicted under Section XII of the Securities and Futures Act (Cap. 289) if the conviction occurred on or after July 1, 2015;
- A person has been subject to a civil penalty under Section 232 of the Securities and Futures Act on or after July 1, 2015; •
- A person has been disqualified in addition to any other applicable sanction;
Foreign/Non-local Director
As long as you have at least one resident director locally, you can have a foreigner/foreigner as another company director. Currently, dependent pass holders are allowed to register as directors of a company from the time of incorporation. However, work will not proceed until the Letter of Consent (LOC) has been approved by the MOM.
Your duties and responsibilities as a Singapore Company Director
To avoid conflicts of interest
Directors must separate their interests from those of the company. This means that he or she must declare whether he or she is involved in the company`s proposed transaction. This includes statements such as whether the subcontractor is a family member of the director, whether the company is in partnership with another company in which the director has a minor interest, etc.
To act in good faith on behalf of the Company
Directors are expected to be honest in their dealings, and no other person’s or personal interests should be involved in their decision-making process regarding this company.
You must also ensure compliance with the Tripartite Alliance for Fair and Progressive Employment Practices (TAFEP) and its Tripartite Guidelines on Fair Employment Practices. It will take effect soon. This policy encourages employers to hire and select employees based on ability, regardless of race, age, gender, religion, marital status, family responsibilities, or disability.
Act with due diligence, skill and conscience
Directors must exercise reasonable care, skill, and diligence in the management of the company in performing their duties. Often the real skills and experience that her director has are used as a yardstick to determine the standards expected of him/her.
To use my powers for the right purpose
Directors must not abuse their authority or information about the company. The powers of directors must be directed to the interests of the company. A common example of abuse of power is the issuance of stocks, usual to raising funds. Directors abuse their powers when issuing shares to dilute members’ interests or maintain control of the board.
Companies Act Compliance
As the director of the company, all directors are also responsible for complying with the legal requirements of Companies Act. These include:
- Hold general meetings and submit annual reports
- Maintains registers required by law, such as directors’ registers, membership registers, and price lists, and notifies ACRA of any changes, and
- Maintaining a locally registered business address
Company directors typically work with the company secretary to ensure that the director understands and complies with all filing requirements. Directors who do not meet these requirements will also be fined.
How do you become a director?
You typically become a director when the company is incorporated or after the company is incorporated. The company secretary prepares a director approval letter, which you sign (and other directors in the company sign a board resolution approving your appointment). It is then submitted to ACRA. The company secretary will then update the company register with your details.
Resignation of a director
To resign as a director, you must first ensure that you have another resident director to fulfil your obligations under the Companies Act.
If all is well, the next step is to notify the company secretary. The company secretary prepares a letter of resignation and a resolution for all other directors to sign and submit changes to her ACRA. After this change is submitted, the company secretary will update the required registration.
Next steps
If you need help meeting the legal requirements to become a resident director, we offer our Singapore Nominee Director Service. Are you also planning to hire a corporate secretary? We would be happy to assist you. Feel free to Contact Us for more information.