Key Takeaways: Appointment of directors under Singapore Companies Act Disqualifications of directors Powers and duties of directors Removal and resignation of directors

1. How directors are governed under
Singapore Companies Act?
CS Meenakshi Jayaraman

2. Credits and Acknowledgments
Sundar Rajan S
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3. 3
Legends used in the Presentation
Act Singapore Companies Act
Registrar Registrar of Companies
Sec Section
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4. 4
Presentation Schema
Appointment of
directors
Restrictions on
appointment of
director
Disqualification of
directors
Debarment for
default of relevant
requirement of the
Act
Manner of
appointment of
directors
Register of
Directors
Powers of Directors Duties of Directors
Removal and
resignation of
directors
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5. Appointment of directors - Sec 145
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6. 6
What is the minimum requirement of directors in a Company?
•As per Sec 145(1), there should be atleast 1 director in a Company who is
ordinarily resident in Singapore
•“Company” means a company incorporated under the Act or under any
corresponding previous written law
•Ordinarily resident in Singapore means a Singapore Citizen, Singapore
Permanent Resident or EntrePass holder or Employment Pass (EP) holder
•However, a EP holder wishing to become the director of a local company must
first get a Letter of Consent (LOC) from the Ministry of Manpower
Who can be appointed as director of a Company?
•Only a natural person who has attained the age of 18 years and who is
otherwise of full legal capacity shall be a director of a company
•Hence artificial persons like Corporates, firms, etc. shall not become a
director of a Company

7. 7
What if the minimum requirements of directors is not complied with?
 Registrar may, either of his own motion or on the application of any person, direct the
members of the company to appoint a director who is ordinarily resident in Singapore if he
considers it to be in the interests of the company for such appointment to be made; or
 Court may, on the application of the Registrar or any person, order the members of the
company to make the appointment if it considers it to be in the interests of the company for
such appointment to be made
What if the members of the Company fail to follow the Registrar’s direction?
 Each member in default shall be guilty of an offence and shall be liable on conviction to a
fine not exceeding $2,000 and,
 In the case of a continuing offence, to a further fine not exceeding $1,000 for every day or
part thereof during which the offence continues after conviction; and
 Court may, on the application of the Registrar or any person, order the members of the
company to make the appointment if it considers it to be in the interests of the company
for such appointment to be made

8. 8
If a company carries on business for more than 6 months without
having at least 1 director who is ordinarily resident in Singapore
A person who, for the whole or any part of the period that it so
carries on business after those 6 months is a member of the
company and knows that it is carrying on business in that manner
shall be liable for the payment of all the debts of the company
contracted during the period or, as the case may be, that part of it,
and may be sued therefor
What consequences does a Company face for non-compliance of minimum requirements of directors?

9. Restrictions on appointment of director – Sec 146
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10. 10
What are the conditions to be complied with by a person proposed to be appointed as a director of a Company?
A. He has, by himself or through a registered qualified individual authorised by him, filed with the Registrar:
1. a declaration that he has consented to act as a director; and
2. a statement in the Form No. 45 that he is not disqualified from acting as a director under the Act; and
3. a statement in the Form No. 45 that he is not debarred under Sec 155B from acting as director of the
company

11. 11
B. He has, by himself or through a registered qualified individual authorised by him:
1. filed with the Registrar a declaration that he has agreed to take a number of shares of the company that
is not less than his qualification, if any
2. filed with the Registrar an undertaking* that he will take from the company and pay for his qualification
shares, if any
3. filed with the Registrar a declaration that a specified number of shares, not less than his qualification, if
any, has been registered in his name; or
4. in the case of a company formed or intended to be formed by way of reconstruction of another
corporation or group of corporations or to acquire the shares in another corporation or group of
corporations, filed with the Registrar a declaration that,
•he was a shareholder in that other corporation or in one or more of the corporations of that group; and
•as a shareholder he will be entitled to receive and have registered in his name a number of shares not
less than his qualification, by virtue of the terms of an agreement relating to the reconstruction
*Where a person has undertaken to the Registrar to take and pay for his qualification shares, he shall, as
regards those shares, be in the same position as if he had signed the constitution for that number of shares

12. 12
What if the person proposed to be appointed as a director of a Company does not comply with these conditions?
Such person shall not be named as a director or proposed director in:
1. any document filed or lodged with or submitted to the Registrar for the purposes of the
incorporation of a company; or
2. the register of directors, chief executive officers and secretaries of a company

13. 13
Whether these conditions apply to a person proposed to be appointed as a director of any Company?
1. A company not having a share capital
2. A private company; or
3. A prospectus or a statement in lieu of prospectus issued or lodged with the Registrar by
or on behalf of a company or to a constitution adopted by a company after the expiration of
one year from the date on which the company was entitled to commence business
Other than the provisions relating to the signing of a consent to act as director, these conditions
shall not apply to:

14. 14
What if there is a contravention in complying with this provision?
If default is made in complying with this provision,
the company and every officer of the company who is in default shall be guilty of an offence
and shall be liable on conviction to a fine not exceeding $10,000 and also to a default penalty

15. Disqualification of directors
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16. 16
What are some of the circumstances under which a director is disqualified?
Individual becoming an undischarged bankrupt except with the leave of the Court or the written permission of
the Official Assignee
Being a director of a Company that got wound up on grounds of national security or interest –
disqualified for a period of 3 years from the date of the making of the winding up order
Person being convicted of certain offences like committing fraud or dishonesty, offence in connection
with the formation or management of a corporation, etc. – disqualified for a period of,
5 years from the date of release from prison (in case of imprisonment) or
5 years from conviction or such period as Court may order
Person being convicted of 3 or more filing related offenses under the Act within a period of 5 years
Person being a director in not less than 3 companies which were struck off within 5-year period – disqualified
for a period of 5 years from the date of 3rd strike off

17. Debarment for default of relevant requirement
of the Act – Sec 155B
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18. 18
What is relevant requirement of the Act mean?
Any provision of the Act which requires any return, account or other document to be filed with, delivered or
sent, or notice of any matter to be given, to the Registrar is a relevant requirement of the Act
What is the effect of issuing a debarment order?
 A person who has a debarment order made against him shall not,
1. act as director of any company except in respect of a company of which the person is a director
immediately before the order was made; or
2. act as secretary of any company except in respect of a company of which the person is a secretary
immediately before the order was made
How long does a debarment order continue to be in force?
The debarment order applies from the date that the order is made and continues in force until the Registrar
cancels or suspends the order

19. 19
When shall the Registrar make a debarment order?
a. Where the default in relation to a relevant requirement of the Act has persisted for a continuous period
of 3 months or more and the person was a director or secretary of the company during that period; and
b. Where the Registrar has, not less than 14 days before the order is made, sent the director or secretary
concerned a notice of the Registrar’s intention to make a debarment order and giving them an
opportunity of being heard
What are the effects of contravening the purpose of issuing debarment order?
Any person becoming a director or secretary after debarment order is being issued against him, shall be
guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment
for a term not exceeding 2 years or to both

20. Manner of appointment of directors
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21. 21
How directors are appointed in a Company?
 A company may appoint a director by way of an ordinary resolution passed at a general meeting
 If the constitution of the Company has specific provisions for appointment of director, then the
same shall be applicable
What is the procedure for intimating Registrar about appointment of director?
 Within 14 days from the date of appointment of director, the Company has to intimate Registrar about the same
 Intimation shall be made through the Bizfile+ website

22. Register of Directors – Sec 173
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23. 23
What are the details to be updated in the Register of Directors?
 Registrar shall, inter alia, maintain the Register of Directors with respect to each Company
 It shall contain the following information in respect of each director of the company:
1. Full name and any former name
2. Residential address or, at the director’s option, alternate address
3. Nationality
4. Identification
5. Date of appointment; and
6. Date of cessation of appointment

24. Powers of Directors
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25. 25
What are the powers that can be exercised by the directors of a Company?
The business of a company shall be managed by, or under the direction or supervision of, the directors
The directors may exercise all the powers of a company except any power that the Act or the
constitution of the company requires it to exercise in general meeting
Some of the acts that a Company shall do only upon obtaining approval from shareholders in general
meeting are:
1. Disposal of the company’s business assets
2. Issue of shares
3. Loans and quasi-loans* to directors
4. Payments to director for loss of office
*Quasi loan, in simple terms, means an agreement between two parties where one agrees to pay the
other's debts, provided that the second party agrees to reimburse the first at some later date

26. Duties of Directors
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27. 27
Fiduciary Duties
Act in the best interest of the
Company
Avoid conflict of interest
Exercise skill, care and diligence
Not to misuse their power and
information
Statutory duties
Keep accounting records
Maintain annual accounts
Hold required meetings
Appointment of Secretary and
auditor
Disclosure of interest

28. Removal and resignation of directors – Sec 152
& Sec 145
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29. 29
How directors are removed from a Company?
A director may be removed from his position by an ordinary resolution of shareholders
In the case of public companies, shareholders’ approval is required for the removal of directors
For private companies, however, the constitution can provide for alternative methods to remove directors
Within 14 days of removal of the director, Company has to intimate the same to the Registrar

30. 30
What is the procedure for resigning from the office of director of a Company?
A person may resign from his office as director provided,
a. Resignation procedure is in accordance with the company’s constitution; and
b. Company must have at least 1 remaining director who is ordinarily resident in Singapore
Within 14 days of resignation of the director, Company has to intimate the same to the Registrar

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