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A disqualified director in Singapore cannot act as a director or be directly or indirectly involved in managing any local or foreign company. ACRA says the penalty for acting anyway is a fine up to S$10,000, up to two years in jail, or both. This page follows ACRA's overview, checked .
What disqualifies a director?
ACRA's overview lists these grounds, with the Companies Act section in brackets.
| Ground | How long it lasts |
|---|---|
| Bankruptcy (s148) | Until discharge from bankruptcy |
| National security or interest (s149A) | 3 years from the winding up order |
| Persistent filing defaults (s155) | 5 years from the last conviction |
| Three or more companies struck off, first time (s155A) | 3 years after the third strike-off |
| Three or more companies struck off, repeat (s155A) | 5 years after the third strike-off |
| Court order (ss149 and 154(2)) | As the court decides |
| Fraud or dishonesty offence, no jail (s154(1)) | 5 years from conviction |
| Fraud or dishonesty offence, jailed (s154(1)) | 5 years after release |
Multiple disqualifications run at the same time, so they do not add up one after another.
What changed on 6 May?
ACRA's notice on the Corporate and Accounting Laws (Amendment) Act says the list of disqualifying offences now also covers money laundering convictions under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act. The commencement date is . Older guides that list only fraud and bankruptcy miss this.
How does the three strike rule work?
People often mix up two separate rules.
- Filing offences: three or more convictions for late filing within five years lead to five years' disqualification. The fines behind that are explained on ACRA late filing penalty.
- Strike-offs: if you were a director of three or more companies that ACRA struck off within five years, you are disqualified for three years, then five years for a repeat. See strike off.
ACRA also says directors who fail to lodge required documents for three months or more cannot take new appointments as a director or company secretary. That is a debarment, which differs from disqualification.
What can a disqualified person not do?
- Take a new appointment as director.
- Act as a director in an existing company.
- Be directly or indirectly concerned in the management of a company.
The wording "indirectly" matters. Running a company through a friend who is the named director does not fix the problem. ACRA also does not recognise nominee directors as a way to avoid duties.
Can you get permission to continue?
A disqualified person can ask for permission from the Court, the Official Assignee, or the Registrar (under section 155A). Which one depends on the ground. A bankrupt, for example, asks the Official Assignee. Proof of approval is lodged through ACRA's General lodgement eService. ACRA's pages do not give a fee or a processing time for these permissions, so confirm with the body concerned.
What is the penalty for acting while disqualified?
ACRA says: a fine up to S$10,000, imprisonment up to two years, or both. The same page lists notification fines.
| Who | Duty | Penalty if missed |
|---|---|---|
| The director | Tell the company within 14 days | Fine up to S$1,000 |
| The company | Tell ACRA within 14 days of the director's notice | Fine up to S$5,000 |
| The company | Update its register of directors | Fine up to S$25,000 |
What should the company do when a director is disqualified?
- Get the director's written notice and note the date.
- Remove the director on Bizfile within 14 days. The change director page has the steps.
- Check that the company still has at least one ordinarily resident director. If not, appoint one first, see resident director.
- Update the register of directors.
What do the general director rules say?
The age, residency and mental fitness tests are on director requirements. Duties and the higher fines for breaches are on director duties.
Independent guide
SingaporeCompanySetupGuide.com is an independent guide. We are not ACRA or a law firm, and cannot grant or request a permission for you. If you need a firm to replace a director or fix the registers, send the quote form on this page. Your request goes to suitable providers who answer with their own terms.
Sources
- ACRA, Overview of resignation and disqualification of directors, https://www.acra.gov.sg/compliance/resignation-and-disqualification-of-directors (grounds, lengths, permission, penalties, notification)
- 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 rule, 14 days)
- ACRA, Commencement of key changes under the Corporate and Accounting Laws (Amendment) Act (money laundering ground)
- ACRA, Enforcement actions for annual return filing breaches, https://www.acra.gov.sg/compliance/offences-of-not-holding-agm-or-filing-ars-late-or-not-laying-up-to-date-accounts-at-agm/AGM-and-annual-return-breaches/enforcement-actions-against-companies-and-directors-for-annual-return-filing-breaches (three strike rule, debarment)
