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How to Appoint a Singapore Company Director?: Process & Eligibility

This article covers the nuances of the role of a Singapore company director. It meticulously covers eligibility criteria, appointment procedures, essential documentation, and the processes involved in both adding and removing directors.

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    Singapore Company Director

    In Singapore’s dynamic economic landscape, the role of a company director is not just a position of prestige but also of immense responsibility and strategic importance. Directors are responsible for overseeing a corporation’s operations and determining its strategic direction. If you have established a company in Singapore, then it is essential for you to appoint a company director. These individuals are the linchpins in steering companies towards growth and compliance in a highly competitive market. This comprehensive guide serves as an invaluable resource for current and aspiring directors, elucidating the nuances of the role of a Singapore company director. It meticulously covers eligibility criteria, appointment procedures, essential documentation, and the processes involved in both adding and removing directors. Aimed at demystifying the complexities associated with these roles, this article is an essential read for business leaders, legal advisors, and entrepreneurs. It provides insightful guidance and clarity, ensuring thorough understanding and adept handling of the responsibilities and legalities inherent in the role of a Singapore company director.

    Who is Qualified to Become a Company Director in Singapore?

    To qualify as a Singapore company director, an individual must meet specific criteria. Primarily, the person should be a natural individual, at least 18 years old, and not be legally incapacitated. A key requirement is that the director must not be an undischarged bankrupt, nor should they have a record of malpractice or misconduct in previous managerial roles. While it’s not mandatory for a director to be a Singapore resident, companies are required by law to have a minimum of one Singaporean resident as a director. This can be a Singaporean citizen, a Permanent Resident, or someone holding an Employment Pass/Dependant Pass with a local residential address.

    Who Cannot Be a Singapore Company Director?

    Certain conditions disqualify an individual from serving as a Singapore company director. This includes undischarged bankrupts, those convicted of crimes involving fraud or dishonesty, and individuals who have previously been disqualified by a court or regulatory body from holding directorial positions in companies. This is to ensure that the integrity and sound management of businesses are upheld.

    How to Add a Director to a Singapore Company?

    Adding a director to a Singapore company involves a thoughtful process to ensure that the right person is appointed.

    1. Identify the Need: Assess the needs of your company and identify individuals whose skills and experience align with your business goals.
    2. Discuss with the Board: Present the potential director to the existing board for discussion and approval.
    3. Inform the Nominee: Once approved, approach the nominee with the offer and discuss responsibilities, expectations, and remuneration.
    4. Complete the Legal Formalities: Follow the legal procedure outlined earlier, including obtaining written consent, passing a board resolution, and filing the necessary documents with ACRA.

    The Procedure for Appointing a Company Director in Singapore

    Appointing a director in a Singapore company involves a systematic procedure to ensure transparency and compliance. 

    Here’s a step-by-step guide:

    Board Resolution 

    The existing board members must pass a resolution to appoint a new director. This resolution needs to be written down and maintained in the company’s records.

    Consent and Agreement

    The individual being appointed as a director must provide his or her written consent to act as a director and disclose any other directorships held in other companies.

    Filing with ACRA 

    Once the resolution is passed and consent is obtained, the appointment must be filed with the Accounting and Corporate Regulatory Authority (ACRA) within 14 days. This is typically done through the online filing system.

    Update Company Registers 

    The company’s registers, including the Register of Directors, must be updated to reflect the changes in the directorship.

    Documents Required for Appointing a Company Director

    To ensure a smooth appointment process, specific documents are required:

    • Consent to Act as Director: A written consent from the individual agreeing to act as a director.
    • Nominee’s Personal Information: The nominee’s personal details, including full name, residential address, and identification details.
    • Board Resolution: A copy of the board resolution approving the appointment.
    • ACRA Form 45: The completed and signed Form 45, which is the formal notification to ACRA regarding the director’s appointment.

    How Can a Director of a Company Be Removed in Singapore?

    While appointing a director is a strategic move, there may be instances where removing a director becomes necessary.

    You can navigate this process by following these steps:

    • Board Resolution: Similar to the appointment process, removal begins with a board resolution. A resolution removing the director must be approved by the board.
    • Special Resolution: In certain situations, a special resolution may be necessary, especially if the company’s constitution mandates it. This typically involves a higher majority vote among shareholders.
    • Filing with ACRA: Notify ACRA of the director’s removal within 14 days using the appropriate form.
    • Update Registers: Reflect the change in the company’s registers, ensuring that the Register of Directors is updated promptly.

    Conclusion

    Becoming and appointing a company director in Singapore is a significant step in the corporate journey. The robust legal framework ensures that the process is transparent, accountable, and aligned with the interests of the business and its stockholders. Through a comprehensive comprehension of the qualifying requirements, appointment process, and essential paperwork, enterprises can effortlessly handle these facets.

    It is important to stress that fulfilling legal obligations is only one aspect of becoming a director; another is representing the company’s beliefs and goals. A strong foundation of corporate governance, ethics, and transparency is essential for a director to succeed in Singapore.

    FAQ’s

    The person has to be at least eighteen years old in order to be eligible to serve as a company director.

    Undischarged bankruptcies, convictions for fraud, and directorship in insolvent companies are common disqualifications.

    The process can vary, but typically, it involves passing a board resolution, obtaining consent, and filing with ACRA within 14 days.

    Yes, a director can be removed by passing a board resolution and, if required, a special resolution with the consent of the majority of shareholders.