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A Singapore company needs at least one director, and that person must be at least 18, ordinarily resident, mentally fit and free of any ban or disqualification. The company also needs a company secretary. This page follows ACRA's guidance and was checked on .
Who can be a director?
ACRA, the Accounting and Corporate Regulatory Authority, sets out the Companies Act tests for a director. The person must:
- be ordinarily resident;
- be 18 years old or older;
- be mentally fit to make decisions;
- be a Singapore citizen, a permanent resident, or someone who meets the local residency rules; and
- not be banned or disqualified from acting as a director, for example as an undischarged bankrupt.
ACRA's line for foreign pass holders is short: if you hold a Foreign Identification Number (FIN), check with the pass issuer, such as MOM or ICA, before you accept the role. For Employment Pass holders, ACRA adds that a Letter of Consent from MOM is needed first. The Employment Pass for company directors page explains that.
How many directors do you need?
One. ACRA says every company must have at least one director and one company secretary. A one-person company is allowed. You can add more as the business grows, but the law does not set a maximum for a private company in the pages we read.
At least one director must be a local resident. The rest of the board can be anywhere. That rule is the one most overseas founders trip over, so it gets its own page: resident director.
What about the company secretary?
The secretary must be a real person, not a company. The person must be a Singapore citizen, a permanent resident or someone who meets the local residency rules. The secretary cannot be the same person as the sole director. ACRA requires the appointment within six months of registration, and a position left empty for more than six months can bring a fine of up to S$1,000 for the director. See corporate secretary.
What duties does a director carry?
ACRA lists these key duties:
- keep proper records;
- prepare financial reports when needed;
- file required documents with ACRA on time; and
- act in the best interests of the company.
There is no such thing as a lighter role. ACRA says you cannot be an inactive, sleeping or nominee-in-name-only director, since every director is responsible under the law whether active or not. If you are thinking of lending your name, read nominee director first.
What happens if a director fails?
| Breach area | Consequence, per ACRA |
|---|---|
| Not meeting director duties | Fines up to S$20,000 since 6 May, jail for serious cases, and a ban of up to five years |
| Secretary post empty for more than six months | Fine up to S$1,000 for the director |
| Late annual return | S$300 or S$600 depending on how late, see annual filing deadlines |
ACRA treats repeated late filing as a serious matter and can disqualify directors over it. Details of disqualification sit on our change director page.
What other key officers might you need?
- Auditor: appoint one within three months of incorporation unless the company is exempt. See audit exemption.
- CEO: optional. If you appoint one, file the details with ACRA.
- Managing director: optional, chosen from the board, and not filed with ACRA.
How do you file director changes?
Officers can be changed at any time through Bizfile, and ACRA wants the filing within 14 days of the change. Singapore citizens and permanent residents report changes of name, address or ID to ICA, not ACRA. The change director guide has the Bizfile steps.
Should new directors take the training?
ACRA's free Directors Training Programme runs for about two hours. It covers the requirements, the duties, tax filing information, employee CPF contributions and workplace safety. It is optional, but a first-time director gets a clear list of what the law expects. Pair it with a read of private limited company rules.
Independent guide
SingaporeCompanySetupGuide.com is not ACRA and does not appoint directors. We summarise ACRA's published rules. When you want a firm to provide a director or secretary or to file the appointment, use the quote form here. Your request goes to providers who offer those services, and each replies with its own terms.
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 (eligibility, duties, penalties, secretary, training)
- ACRA, Understanding requirements and eligibility, https://www.acra.gov.sg/register/business/requirements-eligibility/ (local resident rule, foreigners, FIN holders)
- ACRA, Updating company information, officers and shareholders, https://www.acra.gov.sg/how-to-guides/setting-up-a-local-company/maintaining-company-registers (14 day rule, ICA for citizens and PRs)
