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A Singapore company changes its directors by filing an appointment or withdrawal with ACRA, the Accounting and Corporate Regulatory Authority, through Bizfile. The service has no fee, and the deadline is 14 days from the change. This page was checked on .
Who can be a director in Singapore?
ACRA lists the Companies Act tests. A director must be ordinarily resident, 18 or older and mentally fit to make decisions. The person must be a Singapore citizen, permanent resident or meet the local residency rules, and must not be banned or disqualified, for example as an undischarged bankrupt.
If the person holds a Foreign Identification Number (FIN), check with the pass issuer before accepting the role. For work pass holders that means MOM or ICA. The Employment Pass for company directors page covers that route.
ACRA also says there are no inactive, sleeping or nominee-in-name-only directors in law. Every director carries the duties, and penalties can include a five-year ban and jail. For breaches of director duties the maximum fine rose from S$5,000 to S$20,000 on 6 May, with up to 12 months in jail for serious cases (see director duties). Read nominee director before agreeing to sit as one.
What does it cost and how long does it take?
| Filing | ACRA fee | Time |
|---|---|---|
| Appoint or withdraw a position holder | Free | Immediate, or up to 14 days if endorsements are needed |
| Update a director's particulars | Free | Immediate |
| Notice of cessation filed by the individual | No fee | Immediate, or up to 20 working days if ACRA reviews it |
Costs only appear if a corporate service provider or lawyer prepares the paperwork. Their fees are their own, and ACRA does not set them.
What documents do you need?
For an appointment, have the person's name, residential address, contact details and NRIC or FIN ready. The company should hold a signed consent to act. For a withdrawal, you need the person's name, the date and the reason. A resignation letter is the usual record of a resignation.
Filings that need endorsement from other directors can take up to 14 days to complete. Plan for that if a board of several people has to agree.
How does a director resign?
Two conditions apply. The resignation must follow the company constitution, and the company must still have at least one ordinarily resident director afterward. The company must then withdraw the director on Bizfile within 14 days.
Officers cannot withdraw themselves. Another authorised position holder files it. If the company ignores the resignation, the individual can file a notice of cessation. ACRA asks for a copy of the resignation letter, evidence the company got it and evidence you tried to contact the officers. File a separate notice for each company you are leaving.
What if a director is disqualified?
ACRA lists the automatic grounds. They include bankruptcy until discharge, a repeat of late filings that leads to a conviction, and three or more companies struck off within five years. A disqualified director has 14 days to tell the company, and the company then has 14 days to tell ACRA. A company that does not notify ACRA within 14 days faces a fine up to S$5,000 plus a default penalty. The director who does not inform the company faces a fine up to S$1,000. Acting as director while disqualified without permission can bring a fine up to S$10,000, two years in jail, or both.
Which mistakes cause the most trouble?
- Leaving the company with no resident director. If the only ordinarily resident director leaves first, the resignation fails the test above. Appoint the replacement before the exit date.
- Filing in the wrong order. Appoint the new person and withdraw the old one as part of one plan, and watch the 14 day clock from the real date of change.
- Trying to withdraw yourself. Bizfile will not let an officer remove themselves, so line up another authorised officer first.
- Forgetting the secretary rule. A sole director cannot also be the company secretary, so check the company secretary position if your board shrinks to one.
- Leaving old signatories on the bank mandate. ACRA does not tell your bank. See business bank account rules for the mandate update.
What are the late filing penalties?
ACRA's late lodgement table shows S$50 for filings within three months of the deadline and S$200 beyond three months. It covers changes of officers and registered office. The deadline itself is 14 days.
What should you update besides ACRA?
Change bank mandates, because a departed director may still hold signing rights. Tell IRAS if the person was the tax contact. Update any licence applications that name the director. Singapore citizens and permanent residents report changes of name, address or ID to ICA rather than ACRA, and that data flows through automatically. Foreigners update their particulars on Bizfile themselves, free of charge. If the director was also a shareholder, ownership is a separate filing, covered in transfer shares.
Independent guide
SingaporeCompanySetupGuide.com is an independent guide. We are not ACRA, MOM or a corporate service provider. If you would rather hand over the filing, use the quote form here and your request goes to providers that handle director changes. Each one replies with its own price.
Sources
- ACRA, Appointing or withdrawing position holders, https://www.acra.gov.sg/resources/guides-forms/appointing-or-withdrawing-position-holders (fee, time, withdrawal rule, FIN consent)
- ACRA, Choosing company directors and other key officers, https://www.acra.gov.sg/how-to-guides/setting-up-a-local-company/appointing-directors-company-secretary-and-other-key-personnel (eligibility, penalties)
- ACRA, When a director can or must leave office, https://www.acra.gov.sg/manage/companies/resignation-or-disqualification-company-directors/director-leave-office/ (resignation, disqualification)
- ACRA, Reporting a resignation or disqualification, https://www.acra.gov.sg/manage/companies/resignation-or-disqualification-company-directors/reporting/ (company duties, fines)
- ACRA, Filing a notice of cessation, https://www.acra.gov.sg/resources/guides-forms/filing-a-notice-of-cessation-resignation-of-position-holder-/ (documents, time)
- ACRA, Late lodgement penalty, https://www.acra.gov.sg/how-to-guides/offences-prosecutions-and-penalties-for-companies/late-lodgement-fees-other-than-for-late-lodgement-of-annual-return (penalty amounts)
