Appointing a Local Director

The appointment of at least one local resident director is necessary for every company in Singapore and you are required to register with the Accounting & Corporate Regulatory Authority (ACRA).

Requirement for the Appointment of Local Director in Singapore

Under Singapore law, there are certain requirements an individual must meet to be qualify as a local director in Singapore:

Residential Status

The individual with a Singapore address must hold one of the following residential status below:

Singapore Citizenship
Permanent Resident in Singapore
Entrepass Holder
Employment Pass Holder (must obtain a Letter of Consent from the Ministry of Manpower)

Minimum Age Requirement

18 years old

Individual’s Capacity

The individual must hold full legal capacity in making his or her own decisions.

Other requirements that must be fulfilled are:

The individual must not be an undischarged bankrupt.
The individual must not have a record of past conviction involving offences related to fraud or dishonesty.
The individual must not have a record of 3 or more filing related offences under Companies Act within the last 5 years.
The individual must not have a record of acting as a director for 3 or more defunct companies within the last 5 years.

The Appointment Process

The appointment of a local director may be done through the passing of a resolution by the company’s shareholders in a general meeting.

Alternatively, according to each company’s constitution, specific shareholders may have the power to appoint directors without the requirement of passing a 50% votes in the meeting.

The individual appointed must provide his or her written consent for the role and statement of non-disqualification to act as a local director.

Upon appointment, the company must notify ACRA within 14 days through BizFile+ website. The following information of the newly appointed director will be required:

Individual’s Name
Appointment Role
Appointment Date
Identification Number
Nationality
Residential Address
Contact Number
Email Address

The Roles of a Director

Under Singapore law, company directors are required to fulfill a number of fiduciary and statutory duties.

Fiduciary Duties	Statutory Duties
Act and make decisions in the interest of the company Run the company with skill and diligence Avoid conflicts of interest Not misuse the authority granted to them for personal benefit	Keep accounting records Submit Annual Accounts Hold company’s meetings Appointment of company secretary and auditor Payment of dividends to shareholders Issues of shares upon approval of shareholders Disclosing of any unavoidable conflicts of interest

The Risks as a Director

Under Singapore Company Act, failure to comply with the statutory requirements is an offence and may result in a fine penalty (not exceeding $5000) and/or imprisonment (not exceeding 12 months). Company can also file a lawsuit against the director for any loss or damages he or she is responsible for.

Resignation and Removal of Director

The director may resign (or be removed) as long as there is at least one or more other local director(s) operating in the company.

In case of resignation, the director must give written notice and comply with the resignation procedure dictated in the company’s memorandum and articles of association. Upon approval, the company must notify ACRA and file a cessation of director via BizFile within 14 days.

A director can be removed from the position by passing a resolution in the general meeting. According to the company’s constitution, the requirement and process of removal may vary. Upon reaching the decision to remove the current director in position, ACRA must be notified via BizFile by filing a cessation of director within 14 days.

How Timcole can Help You

It is crucial to appoint the right person as the company’s director. It comes with great responsibility and risks if the power is misued. At Timcole, we offer professional Nominee Director services at affordable prices. We also provide bookkeeping and accounting support to aid your administrative burden.

Timcole is one of the leading company incorporation and accounting firm based in Singapore. Our wide range of professional services serve as a one-stop solution for your business, offering you the most affordable price for services conducted with the highest level of excellency.