Thinking of starting a company in Singapore? One of the first and most important steps is appointing your company directors. They are responsible for managing the company and ensuring it follows the law.
But who is actually eligible? Here’s a simple breakdown of the requirements.
1) Who Is Eligible To Be A Director?
To be appointed as a director in Singapore, a person must meet these basic requirements:
- Must be a natural person: A corporation or any other legal entity cannot be appointed as a director of a Singaporean company.
- Must be at least 18 years old: This ensures the individual has reached the age of majority and can legally enter into binding agreements and responsibilities.
- Must have full legal capacity: This means the individual must be of sound mind and not legally incapacitated from making decisions.
2) The Local Residency Rule
A critical requirement for all companies incorporated in Singapore is the presence of at least one director who is “ordinarily resident” in the country.
This rule ensures that there is always a director within the jurisdiction who can be held accountable for the company’s compliance with local laws.
An ordinarily resident director is defined as :
- A Singapore Citizen.
- A Singapore Permanent Resident.
- An EntrePass holder.
- An Employment Pass (EP) holder (who may require a Letter of Consent from the Ministry of Manpower).
A company can have multiple directors who are foreigners living abroad, as long as this one “resident director” requirement is met.
This requirement is often the primary hurdle for foreign entrepreneurs wishing to incorporate a company in Singapore and is typically fulfilled by appointing a qualified local resident director or engaging a professional nominee director service.
3) Automatic Disqualification From Being Director
In addition to the basic eligibility criteria, the Companies Act specifies several conditions that automatically disqualify an individual from acting as a director.
An individual is automatically disqualified if they :
- Are an undischarged bankrupt, whether in Singapore or elsewhere.
- Have been convicted of an offense involving fraud or dishonesty punishable with imprisonment of 3 months or more.
- Have been convicted of three or more filing-related offenses under the Companies Act with the Accounting and Corporate Regulatory Authority (ACRA) within the last five years.
- Have been a director of at least three companies that were struck off by ACRA within a five-year period.
- Are subject to a disqualification order made by a court.
It is the responsibility of both the company and the proposed director to ensure that none of these disqualifying conditions apply before an appointment is made.
FAQ
- Do I need to be a shareholder to be a director? No. The roles of director (who manages the company) and shareholder (who owns the company) are separate. You can be one without being the other.
- Is there a maximum age to be a director? For a private company in Singapore, there is no maximum age limit.
- Can I be the only director? Yes, you can be the sole director of the company, as long as you meet the “local director” requirement.
