Singapore Company Director Duties and Responsibilities

In order for private limited companies to be registered in the Singapore Company Registrar, at least one resident director is required to represent the company. The resident director could be a foreign individual or a citizen of Singapore or is a permanent resident or holder of Dependent Pass, Employment Pass, or EntrePass holding a residential address in the country.

(Special note: For foreign businessmen who have no plans to relocate and have no trusted contacts in the country, they can ask their business registration firm to provide them with a "nominee director" who does not have any role in the company except to perform the statutory requirements which include giving an accurate income declaration; ensuring all the company's declaration; and submitting the income tax returns of the company.

With this, the "nominee director" provided by a business registration firm is a director by name only, without authority in managing and operating the company.)

In addition, there is no limit as to the number of appointed directors may they be local or foreign directors in the company as long as the said appointees comply with the requirements such as being at least 18 years old; not being "undischarged" bankrupt, and not being convicted of any offences and illegal practices.

Under the Singapore Companies Act, non-shareholders may also be appointed as directors and a shareholder and director may be the same person.

As stated by the law, the following are responsibilities and duties of directors.

1. Perform their duties in the company

2. Make certain that they have the necessary expertise and knowledge to carry out transactions pertaining to the company.

3. Without putting themselves in a "conflict of interest.", they are required to carry out their respective duties and obligations.

4. They should use their authority for the advantage of their company and not for any collateral purpose.

5. They are required to perform legal requirements such as financial records submission, filing of notices and other pre-requisites, doing accurate disclosures, conducting meetings and keeping statutory records.

Company directors are required to hold the first board meeting right after their company has been incorporated so they can appoint the officers. Meanwhile, the frequency of the succeeding board meetings will depend on the scale and nature of the company's operation.

In addition, a company is required to hold at least one shareholders' meeting which is knows as the annual general meeting. It is important for directors to make certain that their first general meeting will be held within 18 months of incorporating their company, subsequent to that, not more than an interval of 15 months.


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