Directors

Common questions about directors in Singapore, answered by the team at E&H Corporate Services.

Who can be a director of a Singapore company?Yes, anyone over 18 years old with full legal capacity can be a director. However, every Singapore company must have at least one Local Resident Director (ordinarily resident in Singapore). Foreigners: If you are a foreign entrepreneur and do not have a local partner, you can engage our Nominee Director Service to satisfy this legal requirement.What are the requirements for a director of a company incorporated in Singapore?A director must be at least 18 years old, of full legal capacity, and not disqualified under the Companies Act (e.g. undischarged bankrupts or those banned by ACRA or courts). At least one director must be ordinarily resident in Singapore.How many directors are required for a private limited company?The Singapore Pte Ltd company needs at least a local director who is ordinarily resident in Singapore. Such an individual needs to be 18 years of age or above. Singapore citizens, permanent residents, and holders of Employment Pass or Entrepreneur Pass can act in this capacity. Also, the company can have as many directors as it deems necessary. In absence of a local director, an entrepreneur needs to get nominee director service from the corporate services providers active in Singapore.Must a Singapore company have a local resident director?Yes — every company must have at least one director who is \"ordinarily resident in Singapore\". The Singapore Companies Act requires every company to appoint at least one director \"ordinarily resident in Singapore\". Those who typically qualify are Singapore citizens, permanent residents (PRs), or holders of a valid pass (such as an EP or EntrePass) with a local place of residence. This is a hard requirement — the company can never be without a locally resident director; if the sole local director resigns, a replacement must be in place for it to take effect. For foreign founders without a suitable local candidate, the common approach is to appoint a nominee local director to satisfy this requirement, together with an indemnity and disclaimer agreement. Directors must be at least 18, not bankrupt, and not disqualified. The local-director requirement, along with the corporate secretary and registered address, forms the three basic local requirements for a foreigner incorporating in Singapore.Can all directors of a subsidiary company be foreign?No. Every Singapore company must have at least one director who is ordinarily resident in Singapore (citizen, PR, or holder of an Employment Pass, EntrePass or Dependant's Pass). The remaining directors may be foreigners.Who is a Resident Director?A resident director is an individual ordinarily resident in Singapore — a citizen, permanent resident, or holder of a valid work pass such as an Employment Pass or EntrePass. Every Singapore company must have at least one.Who is not allowed to be a director?Disqualified persons include undischarged bankrupts, individuals convicted of certain offences (fraud, dishonesty), those banned by ACRA under the Companies Act, and persons of unsound mind. Minors under 18 also cannot act as directors.Who are disqualified directors?Disqualified directors are individuals prohibited from acting as directors under the Companies Act — typically undischarged bankrupts, persons convicted of fraud-related offences, or persons disqualified by court order or ACRA for repeated compliance failures.How do I become a director of a company?You become a director by being appointed through a resolution of the company's shareholders (or board, if the constitution permits) and filing the appointment with ACRA via BizFile+ within the required timeframe. You must give written consent to act.What is the process to appoint or resign a director?Pass a board/shareholder resolution, update the register of directors, and file the change with ACRA within 14 days. Director changes (appointment or resignation) follow a standard, time-bound process. To appoint a director: confirm they are eligible (at least 18, not disqualified, and locally resident if they are the sole director), obtain their written consent, pass a board or shareholder resolution, then update the register of directors and file with ACRA. To resign a director: confirm the company will still have at least one director meeting the residency requirement after the resignation (otherwise it cannot take effect), submit the resignation letter, pass a resolution, update the register and file. Both cases must be filed via ACRA BizFile within 14 days of taking effect, with penalties for lateness. CorpSec AI can auto-generate the consent, resolution and filing documents, so users typically just confirm and enter the ACRA reference number.Do I need to provide a consent form to act as a director?Yes. A person must consent in writing to act as a director before their appointment is filed with ACRA. The consent is lodged through BizFile+ as part of the appointment process.What are a company director's responsibilities and duties?Directors must act in good faith in the company's interests, exercise reasonable care and skill, avoid conflicts of interest, not misuse company funds or information, and ensure statutory compliance — including timely filing of annual returns, maintaining registers and proper accounting records.What are the fiduciary duties of a company director?Under the Companies Act and common law, directors owe fiduciary duties to act in good faith for the company's benefit, exercise powers for proper purposes, avoid conflicts of interest, not make secret profits, and disclose interests in transactions.What happens if directors in Singapore breach their duty?Directors who breach their duties can be personally liable for losses, face civil claims by the company or shareholders, and may be subject to ACRA enforcement — including fines, disqualification orders, and in serious fraud cases, criminal prosecution.What is Director's Disclosure?Directors must disclose any interests they have in contracts or proposed contracts with the company, and any shareholdings in the company or related corporations. These disclosures are recorded in the company's statutory registers and declared at board meetings.Can an EP holder be a director and shareholder of a company?Yes, the government allows an EP holder to be a director of a company.Can I hold an executive position and also serve as a director?Yes. Executive directors commonly hold management positions (e.g. CEO or CFO) while serving on the board. The key distinction is that an executive director has a service contract with the company, while a non-executive or nominee director does not.What is the difference between a director and a shareholder?A director manages the company's affairs. A shareholder owns shares in the company. These roles are separate and can be held by different people.What is the difference between an executive director and a nominee director?An executive director is an employee of the company who holds a management role (e.g. CEO, CFO) and has a service contract, while a nominee director is appointed to represent a shareholder's interests or satisfy the local residency requirement, typically without an executive role or employment contract.Can a company sponsor an EP for a director?Yes. A Singapore company can sponsor an EP for its director. The director must meet all EP eligibility requirements including salary and COMPASS.Can directors be personally liable for inaccurate financial records?Yes. Under Section 199 of the Companies Act, directors are personally responsible for ensuring proper accounting records are kept. If your accountant hands over incomplete records, the legal risk falls on you — not them.What are the penalties for directors under Section 157 of the Companies Act?Penalties increased to S$20,000 per offence with possible imprisonment up to 12 months. Directors who fail to comply with statutory requirements face personal liability. Persistent non-compliance can lead to director disqualification — 3+ offences in 5 years = 5-year ban.How does the director convene a shareholders' meeting?Directors convene a shareholders' meeting (including the AGM) by issuing at least 14 days' written notice (21 days for AGMs unless waived) stating the date, time, place and agenda. The meeting must be held within the statutory timeframe after the financial year end.Can a Dependant Pass holder be the sole director of a company?Yes, a Dependant's Pass holder can be a director and shareholder of a Singapore company, and can serve as the sole director — but only if they hold a valid Letter of Consent (LOC) to work or run a business in Singapore.Can LTVP holders serve as directors in a Singapore company?Yes. Long-Term Visit Pass (LTVP) holders may be directors or shareholders of a Singapore company. If they intend to work or be actively involved in running the business, they must obtain a Letter of Consent or Pre-Approved LOC.Can ONE Pass holders be directors or shareholders of a company in Singapore?Yes. ONE Pass holders can be directors and shareholders of Singapore companies and may run or co-found businesses without a separate Letter of Consent, subject to MOM's rules on their primary employment.My company is dormant and I wish to change the director. Do I need to inform ACRA?Yes, you are required to update the registration in ACRA for change of director although the company is dormant.

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