Directors in Singapore

Companies Law’s regulations with respect to Singapore directors

The Singapore Commercial Law establishes a company must be registered with the Accounting and Corporate Regulatory Authority (ACRA) and among the requirements for company incorporation are:

• - to have at least one shareholder,
• - to have at least one resident director,
• - to have a company secretary,
• - to have a registered address in Singapore.

Directors of Singapore companies are among the most important stakeholders as they manage the company’s affairs. The importance of Singapore company directors is also reinforced by ACRA which establishes that directors are required to “act in the best interest of the company” and to be diligent when discharging their duties.

Resident company directors in Singapore

The Commercial Law requires a company to appoint at least one director; however of the company has more than one director they all must be stated in the Singapore company’s Memorandum and Articles of Association. The Companies Act also requires at least one of the directors to be a Singapore resident or to have a residence permit. Shareholders may also act as directors in Singapore companies.

The most important statutory requirements of Singapore directors are to convene and hold the annual general meeting and to file the annual returns with the relevant authorities. Singapore directors are also required to pass certain resolutions, among which:

• - opening of corporate bank accounts resolutions,
• - appointment of Singapore company secretary,
• - other resolutions as required by the Companies Act or the company’s Articles of Association.

Our Singapore law firm may provide you with more information with respect to the duties and responsibilities of company directors.

Nominee directors in Singapore

The uniqueness of the Singapore Commercial Law resides in the fact that any individual may act as a company director once they sign a consent form to act as such. The Singapore legislation does not make any distinction between active, inactive, shadow and sleeping directors. This is also one of the advantages of foreign investors opening companies in Singapore: they may appoint a local agent or law firm to act as a nominee director. The Singapore nominee director will represent the interest of the beneficial owner and will have the same duties and responsibilities as regular Singapore directors.

For nominee director services you may contact our Singapore lawyers.