5 things you need to know about appointing a company director in Singapore

When registering your company, it is key to appoint a company director to manage company affairs. This is a crucial role within an organisation that can be subject to legal action if there are any breaches of duty.

Here are the 5 things you need to know about the company director role:

1. The director must reside in Singapore

One of the key requirements of registering a company in Singapore is to have at least one director who is ordinarily resident in Singapore. This means a Singaporean Citizen, Singapore Permanent Resident (PR), EntrePass Holder or Employment Pass (EP) Holder.

EP holders who wish to take up a director role in a second company will need a Letter of Consent from the Ministry of Manpower (MOM). The Letter of Consent is generally granted to EP holders who take up directorship in a related company.

Besides being a resident of Singapore, the director needs to be a person (not a company) of at least 18 years of age. He or she must have full legal capacity (physically and mentally fit to perform their duties).

2.  Foreigners can appoint a resident director to act on their behalf

If you are a foreigner setting up a company in Singapore, you can appoint a nominee director based in Singapore to act as the resident director in the interim or long-term. The other directors of the company can be foreigners.

The nominee director is a non-executive position, meaning this person will not typically be in involved in day-to-day operations of the company. However, he or she has legal responsibilities and is accountable for compliance with statutory duties.

3. The director can be held liable for breach of duty

The key statutory duties of a company director include holding the company’s Annual General Meeting (AGM) and filing annual returns to ACRA (Accounting and Corporate Regulatory Authority). In addition, the director needs to ensure that the company maintains a statutory register with up to date details about company members and shareholders.

The director should follow ethical and honest business practices by acting in the best interests of the company, avoiding conflicts of interest and not misusing their power. Directors who commit a breach of duty can be sued for damages and even face imprisonment.

We recommend that companies take out Directors & Officers (D&O) insurance that can protect the company management from liabilities that arise. 

4. A director can also act as the company secretary

In addition to the director, a company secretary must also be appointed within 6 months of the company’s incorporation. The company secretary, like the company director, must reside in Singapore. In the case where there is more than one director, a director can also be the company secretary.

The role of the company secretary is to maintain the statutory register, file key documents and ensure the company complies with all its legal obligations. It is another key role within the company which can also be held liable if regulatory requirements are not met.

5. The director can be replaced

The directors in a company can change, provided there is at least 1 director residing in Singapore. The director can leave his or her position by obtaining acknowledgement from the board. ACRA should then be notified within 14 days of this change.

Most corporate services firms don’t mention that nominee directors can be appointed in the short term – once an employee is granted an EP, he or she can replace the nominee director.

Conclusion

If you wish to start a business in Singapore, appointing a qualified company director and company secretary is crucial. They will be familiar with local regulatory requirements and ensure that your company complies with them.

Looking for a reliable company director or secretary? The Shaft Ph team is highly trained in corporate governance and financial reporting standards in Singapore.

Get in touch to find out more about our company director and corporate secretarial services.

 

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