How to appoint a company director in Singapore

A company in Singapore is required to appoint at least one resident director in Singapore. In a key position in the company, directors are responsible for day-to-day managing the affairs of the company, defining its strategy and approving its annual budget. In this article, we explain who qualifies to be a director, what their responsibilities are, and how appointments, resignations, or removals are typically handled under Singapore law.

Table of contents :

• Eligible director
• The director’s roles in the Company in Singapore
• The 4-Step Process to Appointing a Director in Singapore
• Director duties, resignation & removal
• Navigate your director appointments with confidence
• FAQ

Eligible director

A Resident Director under the Company Act is an individual who is a permanent resident or a Singaporean citizen, an EntrePass or Employment Pass (EP) holder.

Then, as long as there is at least one local Resident Director, you can appoint non-resident directors of the company in Singapore.

To be qualified, a company director must be:
• A natural person (legal persons are not qualified to be appointed as directors),
• at least 18 years old,
• of full legal capacity,
• not disqualified from acting as a director of a company (e.g., an undischarged bankrupt)

The director’s roles in the company in Singapore

An appointed director may have various additional roles in the company and receive remuneration for such functions. The structure of your board can vary. Understanding the different roles will help you build an effective leadership team:

Executive Director

Executive Directors are usually employees of the company, holding a full-time position, more involved in the management and the daily running of the business operations of the company. However, the general director’s duties and obligations remain applicable to them. The executive director may be a Chairman or a Managing Director. If a director has been appointed as Chief Executive Officer (CEO), it is compulsory to file their personal particulars with ACRA.

Appointed by the board of directors, their scope of work and salary are defined under an employment contract with the company. It should be noted that their remuneration is subject to tax in Singapore.

Non-Executive Director

Non-executive Directors are not employees of the company and do not take part in the daily running of the company. A non-executive director participates to the company’s management during the board meeting. He may exercise his duties and obligations in Singapore as director resident, or from abroad as a non-resident director.

Nominee Director

A Nominee Director is appointed by decision of the majority of the company’s directors, to act as a director of the company. A nominee director has the same obligations under the Companies Act as imposed on the regular director, however he usually does not have any management, control, or conduct of the business of the Company.

For overseas companies wishing to establish a Singapore company a Nominee Director is a convenient solution, allowing the company to be in compliance while the operations can still be managed from abroad. All about how to register a company in Singapore and all about sole proprietorship in Singapore.

The 4-Step Process to Appointing a Director in Singapore

Appointing a director is a formal process that must be meticulously documented and filed with ACRA.

Step 1: Verify Eligibility and Obtain Consent

First, confirm that your candidate meets all legal requirements. Once eligibility is confirmed, you must obtain their formal, written consent to act as a director. This is typically done using a “Form 45” or an equivalent document where the individual declares they are not disqualified and consents to the appointment.

Foreigners may be appointed as directors. However, if they intend to work in Singapore, they must hold a valid Employment Pass (EP) issued by MOM. If an EP holder from a related company is being appointed to your board, you must first obtain a Letter of Consent (LOC) from the Ministry of Manpower (MOM) before registering the appointment with ACRA.

Some other passes also enable foreigners to become directors of a local company in Singapore, such as the Personalized Employment Pass (please embed link of relevant article on PEP) and for those eligible, the Overseas Network and Expertise Pass (ONE Pass).

Step 2: Pass a Board or Shareholder Resolution

The appointment must be officially approved. Your company’s Constitution (formerly known as the Articles of Association) will specify the exact procedure. Typically, this is done through an ordinary resolution passed by either the existing Board of Directors or the company’s shareholders in a general meeting. An ordinary resolution requires a simple majority (more than 50%) of votes in favor.

The resolution should clearly state the director’s full name, role (e.g., Executive Director), and the official date of appointment.

Step 3: File the Appointment with ACRA

Once the resolution is passed, you have 14 days from the date of appointment to notify ACRA. This is done electronically via the BizFile+ portal.

You will need to provide the following information for the new director:

• Full Name and NRIC/FIN
• Nationality
• Residential Address
• Contact Information (email and phone number)

Note: If the new director is not a local resident, the filing must be done by a registered corporate service provider, like MBiA.

Step 4: Update Company Registers

Finally, update your company’s internal statutory registers to reflect the change in the board of directors. This includes the Register of Directors, which must contain their full details and date of appointment.

Director duties, resignation & removal

A director’s role comes with significant legal obligations. These fall into two main categories:

• Statutory Duties: These are outlined in the Companies Act and include responsibilities like maintaining proper accounting records, holding Annual General Meetings (AGMs), filing annual returns with ACRA, and disclosing any conflicts of interest.
• Fiduciary Duties: These common law duties require directors to act with integrity and loyalty. Key duties include:
  • Acting in good faith and in the best interests of the company.
  • Exercising reasonable care, skill, and diligence.
  • Avoiding any conflicts between their personal interests and the company’s interests.
  • Using their powers for their proper purpose and not for personal gain.

Voluntary resignation

Directors may choose to leave their positions earlier and voluntarily resign. Their decision will be carried out in the form of a letter addressed to the board, and a resolution filed with ACRA.
In order to keep the company in compliance, the director cannot resign if he is the only Resident Director; he must be replaced by another eligible director.

Removal by the shareholders

For various reasons, directors can be removed at any time from their office before the end of the annual return,
The company’s shareholders are allowed to remove the director by an ordinary resolution, passed in a general meeting, with more than 50% of the vote in favour, with a written notice of 14 days.

Disqualification

Disqualified directors are prohibited from acting as directors or being involved in the management of any company in Singapore.
In disregard of the general duty and obligation of a director, or as a result of directors’ actions, the disqualification of a director occurs under the following circumstances, if he:

• is a bankrupt who has not been discharged (section 148 of the Companies Act);
• has been convicted for an offence involving fraud or dishonesty that carries an imprisonment term of 3 months or more (section 154 of the Companies Act);
• has been convicted by the court of 3 or more ACRA filing offences (section 155 of the Companies Act);
• has three or more companies that were struck off by ACRA within a 5-year period (section 155A of the Companies Act).
• has had 3 or more of his companies struck off by ACRA within 5 years.

Navigate your director appointments with confidence

Appointing a company director is a foundational step and a legal requirement in Singapore. While the process is structured and straightforward, accuracy and proper documentation are essential. Whether you’re adding new leadership, replacing a resigning director, or appointing someone from overseas, ensuring full compliance avoids costly delays or penalties.

Need expert guidance on appointing directors or managing your corporate compliance in Singapore? The experienced team at MBiA is here to help. Contact us today for a consultation.