Appointing directors is a crucial legal and regulatory requirement when incorporating a company in Singapore.
Directors are responsible for corporate governance, compliance, and strategic oversight. Therefore, it is imperative for company founders, investors, and stakeholders to thoroughly understand the eligibility criteria, types of directorial roles within the board of directors, appointment procedures, and associated legal obligations to ensure full compliance and effective corporate governance.
Every Singapore company is required to appoint at least one resident director, as stipulated in the Companies Act. Whether you’re a local entrepreneur or foreign investor, familiarising yourself with the eligibility requirements and procedures is essential.
This blog explores the legal criteria, types of directors, procedural steps, and compliance obligations that businesses must consider when appointing directors in Singapore, providing a comprehensive resource for both local and international entrepreneurs.
To become a director in Singapore, an individual must:
Disqualification applies if the individual:
An executive director is a full-time employee actively involved in the company’s day-to-day management.
Not involved in daily operations, provides independent judgment and external perspectives.
Has no direct ties to the company, ensuring impartiality.
Appointed by major shareholders to represent their interests while observing statutory obligations.
Operates as a director without a formal appointment, yet holds responsibilities under law.
The appointment process is typically governed by the company’s constitution. Directors are commonly appointed through an ordinary resolution passed by shareholders during a general meeting. An ordinary resolution requires a simple majority—at least 50% of the votes cast in favour of the decision.
The resolution should clearly state the role and the date from which the new director will commence duties (e.g., Independent Director effective from [date]).
In some cases, the constitution may allow alternative appointment methods, such as by a board decision or appointment by specific shareholders.
The company must notify ACRA of the appointment within 14 days through the BizFile+ portal. Required information includes:
Filing the change ensures the appointment is formally recognised and updated in the public registry.
While the Companies Act Singapore doesn’t specify remuneration limits, all director fees must be shareholder-approved. Executive directors often receive salaries stipulated in employment contracts.
Directors can be removed by shareholder resolutions or according to the company’s constitution. The removal notice must be filed within 14 days via BizFile+.
Directors may voluntarily resign if there remains at least one local resident director in place. Resignations must also be filed within 14 days via BizFile+.
Appointing directors in Singapore is a structured yet straightforward process, critical for compliance and effective governance. Understanding the roles, responsibilities, and legal obligations of directors ensures you appoint the right individuals to lead your company to success.
At VIVOS, we understand the intricacies of corporate governance and regulatory requirements in Singapore. Our team of experts can support you with director appointments, corporate secretarial services, and ongoing compliance, all tailored to your business goals.
Avoid costly delays and non-compliance—VIVOS ensures your director appointments are filed correctly and on time.
Can a non-resident or foreigner serve as a director in a Singapore company?
Yes, a foreign individual can be appointed as a director in a Singapore-registered company. However, every company must also appoint at least one director who is ordinarily resident in Singapore, such as a citizen, permanent resident, or an EntrePass/Employment Pass holder with a valid Letter of Consent.
Is it possible to register a company in Singapore with just one director?
Absolutely. Singapore permits the formation of a company with a single director. This person can also be the sole shareholder. However, the key requirement remains: at least one director must be a Singapore resident.
Can the same person be both director and company secretary in Singapore?
Yes, but with a condition. While a director can also act as a company secretary, this is only allowed if the company has more than one director. In a single-director company, the same individual cannot take on both roles. It’s often advisable to appoint a qualified corporate secretary to ensure compliance with statutory obligations.
What does a nominee director do in a Singapore company?
A nominee director acts on behalf of another party, typically a major shareholder or foreign parent company. Though their role may be more representative, they hold the same legal responsibilities as any other director under the Singapore Companies Act.
How is a director officially appointed in Singapore?
Once approved by the board or shareholders, a director’s appointment must be filed with ACRA via the BizFile+ portal within 14 days. The company must also obtain the director’s written consent and relevant disclosures.
Can a company appoint an Employment Pass holder as a secondary director in a Singapore company?
Yes, a company may appoint an Employment Pass (EP) holder from a related company as a director, provided certain conditions are met. The current employer must consent, and the appointing company must secure a Letter of Consent (LOC) from the Ministry of Manpower (MOM). This ensures compliance with Singapore’s employment laws. Once approved, the appointment must be registered with ACRA. No LOC is needed for unpaid, volunteer roles in charitable organisations.
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