Director and local Director

Director and local Director for my company

All Singaporean incorporated companies must have at least one resident director on their company’s board at all times, including at the date of incorporation, for compliance purposes.

Who can be a director?

In order to be a director in Singapore, you need to be:

  • Over 18 years old
  • A natural person (that is, a business entity or a business can’t be a director)
  • Of sound mind
  • If required by the constitution to hold a specified share qualification and who is not already qualified, shall obtain his qualification within 2 months after his appointment or such shorter period as is fixed by the constitution

How many directors do I need?

Singapore requires a minimum of one “locally resident” director.

This can be:

  • A Singaporean citizen
  • A permanent resident
  • Or once a company is incorporated, then an individual can be sponsored to act as a local director on an Employment Pass work visa.
Nominee director: Many overseas companies who want to set up a base in Singapore but do not have anyone locally resident opt for a nominee director, who stands in as the locally resident director but will not act or interfere with any of the company’s operations.”

Foreigners / non-locals as directors

As long as you have at least one locally resident director, you can have foreigners/non-locals as other directors of the company.

Duties and responsibilities of Singapore company directors

  • To avoid conflicts of interests: a director needs to separate his personal interests from that of the company. This means that he or she must declare if they have an interest in any proposed transactions of the company.

  • To act in good faith in the interests of the company: a director is expected to serve honestly in his or her actions, and third party and personal interests should not play a part in the director’s decision-making process about that company.

  • To behave with due care, skill and diligence: directors should manage their companies with reasonable care, skill and diligence while undertaking their responsibilities.

  • To use his powers for the right purpose: the director should not misuse his power or information he has on the company. The powers directors have should be directed to the interest of the company.
An example of a common misuse of power is that of issuing shares that is commonly done with the intention of raising capital. A director would be misusing his powers if he or she did something like issuing shares to dilute a member’s shareholdings or to preserve control of the board.
  • Meeting the requirements of the Companies Act: as a caretaker or guardian of the company, all directors also have a responsibility to meet the statutory requirements under the Companies Act. This includes:
    • having an AGM and filing annual returns
    • keeping statutory registers such as a directors’ register, a register of members, and a register of charges, and reporting any changes to ACRA, and
    • maintaining a local registered business address
Usually, the directors of a company work in concert with their company secretary to ensure that the directors understand and meet all the filing requirements. This also means that where a director does not fulfil these requirements, they are liable to face penalties.

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