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A Singapore director must act honestly and use reasonable diligence at all times. That comes from section 157 of the Companies Act. ACRA, the Accounting and Corporate Regulatory Authority, adds practical duties: keep proper records, prepare financial reports, file on time and act in the company's best interests. Checked .
What are a director's main duties?
ACRA's list is short and concrete.
| Duty | What it means in practice |
|---|---|
| Keep proper records | Registers, minutes, accounting records and the filing trail are up to date |
| Prepare financial reports when needed | Accounts exist and are ready for the AGM and the annual return |
| File required documents on time | Annual return, officer changes, register updates and other ACRA filings |
| Act in the best interests of the company | Decisions are made for the company, not for one shareholder or the director |
The Companies Act also expects honesty and reasonable diligence. Courts judge diligence by what a reasonable person would do in that role. A director who never looks at the accounts has a hard time arguing they were diligent.
What does the Companies Act say about honesty and diligence?
Section 157 says a director must at all times act honestly and use reasonable diligence in the discharge of the duties of the office. The text was read in search extracts of Singapore Statutes Online, because the full page was not available to our fetch tool. Read the Act itself or ask a lawyer if a decision depends on exact wording.
What if a director has a personal interest in a deal?
Section 156 covers conflicts. A director who is in any way, directly or indirectly, interested in a transaction or proposed transaction with the company must declare the nature of that interest at a directors' meeting. The timing is as soon as practicable after the relevant facts come to the director's knowledge. Typical cases are a company renting a property owned by a director, or buying services from a firm the director owns.
Write the declaration in the minutes. It protects both the director and the company.
Can a nominee or sleeping director avoid duties?
No. ACRA says it does not recognise inactive, sleeping or nominee-in-name-only directors. Every director is responsible under the law, active or not. If you are thinking of accepting a nominee director role for a fee, you carry the same duties as the people who run the business. The resident director page explains who meets the local requirement.
What are the penalties?
ACRA's setup guidance has long quoted fines up to S$5,000 for director duty breaches. ACRA's later notice on the Corporate and Accounting Laws (Amendment) Act changes that. It says the maximum fines for breaches such as not managing the company in its best interests, or not acting with reasonable diligence, increased from S$5,000 to S$20,000. Serious offences can also bring imprisonment of up to 12 months. The change took effect on .
Older pages and guides that still show S$5,000 are out of date on this point. Some CSP articles list even higher figures that we could not match to an official page, so we do not repeat them.
What can happen after a breach?
- A fine or jail on conviction, as above.
- A disqualification if the breach is a filing default. Three filing offences in five years lead to a five-year ban, see disqualified director.
- Late fees on each missed filing, see ACRA late filing penalty.
ACRA also states that it will act where a breach affects the accuracy of its registers or is particularly serious.
How do you keep a record of compliance?
- Keep a calendar of the year end, AGM and annual return dates.
- Hold a board meeting at least when approving accounts, and minute it.
- Update registers when anything changes. Register of directors shows what to record.
- Declare any conflict at the meeting and put it in the minutes.
- Tell ACRA about a new director, resignation or change of details within 14 days. The steps are on change director.
Should a new director take training?
ACRA runs a free Directors Training Programme of about two hours. It covers director requirements, duties under the Companies Act, tax filing, CPF contributions and workplace safety. The full eligibility list is on Singapore company director requirements.
Independent guide
SingaporeCompanySetupGuide.com is an independent guide, not ACRA, and not a law firm. This page is general information. If you want a firm to look after your registers, filings and meeting records, use the quote form on this page and we will pass your request to suitable providers.
Sources
- 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 (duty list, no nominee or sleeping directors, training)
- ACRA, Commencement of key changes under the Corporate and Accounting Laws (Amendment) Act (S$20,000 fine, 12 months, commencement date)
- Singapore Statutes Online, Companies Act, https://sso.agc.gov.sg/Act/CoA1967?ProvIds=pr157- (sections 156 and 157, read in search extracts)
