Removing a company director in Singapore is a formal process governed by the Companies Act and the company’s own constitution. There are three main ways a director can cease their appointment:
- Voluntary resignation
- Removal by shareholders
- Automatic disqualification by law
i) Voluntary Resignation Of Company Director
This is the most straightforward method. A director can resign by giving the company written notice.
- Check the Constitution. The company’s constitution may outline the specific procedure for resignation, such as requiring a certain amount of notice.
- Acknowledge & Update. The board of directors should formally acknowledge the resignation.
- File with ACRA. The company must file a “Cessation of Director” notification with the Accounting and Corporate Regulatory Authority (ACRA) via the BizFile portal within 14 days of the effective date of the resignation.
- Minimum Director Requirement: A director’s resignation is invalid if it leaves the company with no director who is ordinarily resident in Singapore. The company must always have at least one local resident director.
An improtant requirement for any director’s resignation to be valid is that the company must have at least one remaining director who is a Singapore resident.
If the company is left with no Singapore resident director as a result of the resignation, the resignation itself may be considered invalid until a replacement is appointed.
ii) Removal Of Company Director By Shareholders
If a director refuses to resign, shareholders can take action to remove them, as provided for in the Companies Act.
- Review the Constitution: Check the company’s constitution for any specific provisions regarding director removal. The Companies Act provides a default position, but a company’s constitution can have different requirements (e.g., a special resolution instead of an ordinary one).
- Call a General Meeting: Shareholders must call a general meeting to vote on the director’s removal.
- Give Special Notice: A “special notice” must be given to the company.
- For a private company, at least 14 days’ notice must be given to all shareholders before the meeting.
- For a public company, the notice period is generally 28 days.
- Pass an Ordinary Resolution: At the general meeting, the removal is typically decided by an ordinary resolution, which requires a simple majority (more than 50%) of the votes cast by the shareholders present.
- Update ACRA: Once the resolution is passed, the company must file the cessation of the director’s appointment with ACRA via BizFile+ within 14 days.
iii) Automatic Disqualification As Company Director
A person can be automatically disqualified from acting as a director in Singapore due to legal or regulatory reasons. The company must still notify ACRA of the cessation. Common reasons for disqualification include:
- Bankruptcy. An undischarged bankrupt is automatically disqualified from acting as a director unless they have permission from the court or the Official Assignee.
- Conviction Of An Offence: A person convicted of an offence involving fraud or dishonesty, punishable by at least three months of imprisonment, is automatically disqualified for five years from the date of conviction.
- Persistent Default. A director can be disqualified for persistent breaches of the Companies Act, such as failing to file annual returns or financial statements for a specified period.
- Court Order. A court may issue a disqualification order against an “unfit” director of an insolvent company.
In all cases of disqualification, the company is legally required to file a cessation of director notification with ACRA within 14 days. Failure to do so is an offense.
Common Reasons For Disqualification As Director
| Reason | Legal Basis |
| Undischarged Bankruptcy | Companies Act, Section 148 |
| Conviction for an offense involving fraud or dishonesty with an imprisonment term of three months or more | Companies Act, Section 154 |
| Conviction for three or more ACRA filing-related offenses within a five-year period | Companies Act, Section 155 |
| Having three or more companies struck off by ACRA within a five-year period | Companies Act, Section 155A |
Conclusion
The most common method for involuntarily dismissing a director is through a shareholder vote, a process that is often initiated due to serious issues such as misconduct or poor performance.
The simplest pathway, however, is a voluntary resignation, where a director chooses to step down.
Lastly, an individual may be automatically disqualified from holding a directorship due to statutory reasons, such as bankruptcy or criminal conviction.
The 3 Methods To Remove A Director From A Company In Singapore
| Method | Process Initiated By | Legal Basis | Key Requirement | Mandatory Notice Period | ACRA Filing |
| Shareholder Removal | Shareholder(s) | Companies Act, Section 152(9) | Ordinary Resolution (>50% votes) at General Meeting | 14 Days | Yes, within 14 days of removal |
| Voluntary Resignation | Director | Company’s Constitution | Written notice to the company | No specific period; per Constitution | Yes, within 14 days of resignation |
| Automatic Disqualification | Operation of Law | Various sections of Companies Act | Occurrence of specific event (e.g., bankruptcy) | N/A | Yes, within 14 days of disqualification |
