Resident Director in Singapore: Roles & Responsibilities

Ashish M. Shaji

09 Dec, 2020

All companies in Singapore are required to be registered with the Accounting and Corporate Regulatory Authority (ACRA) and abide by the Singapore Companies Act. The Companies Act of Singapore requires from every company to have resident director. In this article we shall look at the roles and responsibilities of Resident Director in Singapore.

What are the key requirements for registering your company in Singapore?

The key requirements include the following:

• Minimum one shareholder;
• Minimum one resident director;
• One company secretary;
• Initial paid up share capital of minimum S$1; and
• Physical Singapore address of office.

Appointment of Resident Director in Singapore

Of all the stakeholders in a company, the director is the most vital person who manages the affairs of the company. The appointment of resident director should fulfil certain criteria and requirements of the Singapore Companies Act. The Singapore Companies Act mandates every company to appoint minimum number of directors. Such director should be a resident of Singapore.

In case where the body corporate or entity just has one director, such director will be considered a shareholder of the company. As per Section 145 (2) of the Singapore Companies Act^[1], the director should be a natural person. Natural person means an individual who isn’t a body corporate or any other entity.

It may be noted that the appointment of directors can take place through an ordinary resolution by the company. In an ordinary resolution, the decision of the shareholders is taken into consideration. Ordinary resolution is the one in which no majority vote of members is needed.

The appointment of resident director can also take place through voting in Singapore. This provision is for public companies where the minimum amount of directors to be appointed is two.

What are the eligibility requirements for a Resident Director in Singapore?

 The eligibility requirements for Singapore Resident Director are as follows:

• Natural person

Natural person means a person who is appointed for carrying out the duties of director.

• More than 18 years of age

The director should also satisfy the minimum age requirement for being a director. A resident director should be more than 18 years of age. There is no upper limit for a director but the director should stop performing the work, when he reaches 70 years of age.

• Undischarged Bankrupt

In case the director is Undischarged Bankrupt, then the individual can’t carry out the activities of director.

• Convicted under any law

The director should not be convicted under any law that is in force. It means that the director should not be convicted under any law that can be tried in the courts of Singapore. Moreover, the director should not be convicted under any law that can be tried in the jurisdiction of international courts.

Roles and Responsibilities of Resident Director in Singapore

A resident director is required to adhere to the roles and responsibilities that are bestowed upon him.

The roles and responsibilities that are to be carried out by the resident director are as follows:

• Attending meetings of the company

The director is required to fulfil the responsibilities like attending meetings. These meetings include the Annual General Meeting of the company. The director is responsible to convene the Annual General Meeting. In this meeting, the financial statements are presented before the shareholders and directors.

• Appointing auditors

Another responsibility of directors is to appoint the auditors of the company. Such appointment should be made within a specific period. It must be made within 3 months of incorporation.

• Statutory Meeting

As stated earlier the director is responsible to chair meetings and they must provide a report regarding the statutory meeting. Such report should be provided to all members and shareholders of the company.

• Accounting Records

As per the Companies Act, every company should maintain statutory records of accounts. The accounting records have to be maintained by the Directors of the company.

• Record keeping

A Singapore resident director is required to make sure that the company maintains the registers such as register of members, register of directors, managers, auditors and secretaries, register of charges and register of shareholding of directors.  These should be maintained at the registered office address of the company. 

Other duties of a Resident Director in Singapore

In addition to the major roles and responsibilities mentioned above, a Singapore company director should also perform various day to day operations of the company.

These include the following:

• Ensure corporate governance

The resident director should perform his or her duties related to corporate governance. The director shall have the power to supervise the affairs of the company. He should ensure that the provisions related to corporate governance are complied with effectively.

• Practice Corporate Social Responsibility

It’s the duty of the director to ensure that the company practices corporate social responsibility. It means a self regulating business model that helps the company be socially accountable.

• Adopting ethical and socially responsible practices

The resident director in Singapore should carry out duties and responsibilities diligently to the best efforts to make sure that the interests of the company are promoted. It’s his duty to adopt ethical and socially responsible practices.

• Engaging with society

The director should also be engaged with the society that not just benefits the company but also the society in general.

Penalty provisions for breach of duties by a Resident Director in Singapore

As per the Companies Act of Singapore, in case a director breaches their duties then civil or criminal action may be initiated against such person. While the statutory duties of the directors are enforced by the Accounting and Corporate Regulatory Authority, the company shall impose common law duty on its directors.

Conclusion

Read our article:Company registration in Singapore: Requirements and Procedure