Company Directors

A company director is a natural person (i.e. company or business entities cannot be appointed as a director) that oversees the overall operations of the company.

In Singapore, as mandated by the Accounting and Corporate Regulatory Authority (ACRA) and The Companies’ Act, all companies must appoint a local resident director. This person must be a Singaporean, a Permanent resident of Singapore or a person who holds an Employment Pass/EntrePass with a residential address in Singapore (subjected to approval by the Ministry of Manpower). As long as this requirement is fulfilled, other non-local directors can be appointed.

There is no limit on the number of additional local or foreign directors a Singapore Private Limited Company can appoint. Information of the directors will appear on public records. Directors can also be shareholders or vice versa.

Duties of a Company Director

A director is the person in charge of managing the affairs of the company. He must make decisions objectively and in the best interests of the company.

FAQ

What are the requirements to be a Director?
– At least 18 years old;
– Of full legal capacity;
– Cannot be disqualified from acting as a director of a company e.g. an undischarged bankrupt.

What can I do if I do not have a local director?
If you do not have a local director, you can choose to engage a nominee director service when you incorporate with us. A nominee director functions as the director of a company for meeting the legal requirement to own a local director. The nominee director acts passively and his/her position in the company is limited.

Can a Singaporean PR be a local director?
Yes, a Singaporean Permanent Resident (PR) can be a local director of the company.

Can a Work-pass holder be a local director director?
Holders of existing Singapore work passes can act as the local director of the company.

However, there are a few requirements that they will have to fulfill in order to do so:
1) The holder will need to inform the Singapore Ministry of Manpower (MOM) and receive a Letter of Consent (LOC)
2) The holder will also need to inform their current employer of their intention to become a local director. This is because by law, their existing work pass only allows them to be in the employment of the company which the work-pass is applied under.

For more information regarding work passes, you may check with MOM here.

When will a director of a company be disqualified?
There are several ways in which a director of a company can be disqualified. Once a person is disqualified, he will not be allowed to be a director or take part in the management of any local or foreign company unless he seeks permission from the High Court or Official Assignee, if applicable.

Common reasons include:
1. Bankruptcy
2. By order of the court
3.Convicted of an offence involving fraud or dishonesty, that is punishable with imprisonment for 3 months or more.
4. Company being wound up for reasons involving national security or national interest

If the disqualified director is the only local director of the company, the company must appoint a new local director as soon as possible. It is mandatory for all private limited companies in Singapore to have at least 1 local director appointed.

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