How to change company directors in Singapore
The Companies Act requires every company in Singapore to have at least one director who is responsible for managing the affairs of the company and providing it with direction. However, it is a common requirement for companies to need to change or appoint directors as part of their companies development.
In this article we take a look at what is required to change company directors in Singapore.
What are the requirements for appointing a director?
Under the Companies Act, every Singapore company must have at least one company director who is an ordinary resident of Singapore at all times. An ordinary resident includes the following groups:
- A Singapore Citizen,
- A Singapore Permanent Resident,
- Employment Pass or EntrePass holder.
As long as this criteria has been satisfied, anyone may be appointed a Director (as long as they satisfy the criteria below).
Who can be a director?
It is possible for both local residents and foreigners to be appointed directors in Singapore as long as they satisfy the following requirements:
- The individual is a natural person, meaning a director cannot be a corporation
- The individual is at least 18 years old
Who cannot be a director?
There are several reasons which may result in a person being disqualified from being a director of a company.
- Being bankrupt
- Being convicted of criminal offenses that involve fraud or dishonesty
- Being disqualified by an order made by the court
- Being convicted of 3 or more filing related offenses under the Companies Act within a period of 5 years.
- Having 3 or more High Court Orders made against him or her compelling compliance with the relevant requirements of the Act within a period of 5 years.
- Having a company wound up for reasons of national security or interest
Should a person be disqualified from being a director, that person will be banned from being a director and from managing any local or foreign company. However, banned persons may seek permission from the High Court to undertake these positions. If the director has been declared bankrupt, they must seek permission to undertake the position, from a court official, the Official Assignee.
What is the procedure for appointing a director?
Typically, directors are appointed through an ordinary resolution passed during a general meeting.
An ordinary resolution is a decision voted on by the shareholders of the company and must receive at least 50% of the votes cast at the general meeting in order to pass. Ordinary resolutions can be completed through both physical meetings or by written means.
It is important to note that usually before an ordinary resolution is passed, it is possible for the board of directors to appoint directors, who may undertake duties until the next general meeting where they can be formally elected by the shareholders.
To appoint a director, the following series of documents must be completed and filed with ACRA.
- A declaration of consent to act as a director using form 45.
- The director’s disclosure of all other directorships or shareholdings.
- A signed board resolution that approves the appointment.
However, it is important to check the company’s memorandum and articles of association as they may set out a different way of completing this process.
What happens when a director resigns?
As stipulated by the Companies Act, a director may only resign as long as there is still at least one director who is an ordinary resident of Singapore present.
The director must comply with the resignation procedure outlined in the company’s memorandum and articles of association. This usually requires the director to give notice of their resignation in writing. The resignation letter must be sent by registered mail to the registered office of the company.
Upon receiving notice of a director’s resignation, the company is required to file a cessation of director with ACRA within 14 days.
Is it possible to remove a director?
The Companies Act states that it is possible for a company director to be removed from his position by the passing of an ordinary resolution of shareholders. This resolution must be passed before the expiration of his or her period in office and must comply with the memorandum and articles of association of the company.
After the removal of the director, the company must file a removal of director notice with ACRA within 14 days.
Do you need to register the change of company directors?
Companies are required to maintain a register of directors. Should a director be added or removed, the register must be updated.
The register contains the following information for each director:
- Full name and any former name(s)
- Residential address or, at the director’s option, alternate address
- Date of appointment and
- Date of cessation of appointment.
In addition, the Register of Directors must also include the following for each director:
- A signed copy of the declaration of consent to act as a director
- A statement that verifies the director is not disqualified from being a director of the company
The Register of Directors must be kept at the company’s registered address. However, if the company chooses to keep the register of directors at another location, they must notify ACRA of the location within 14 days of the Registrar being moved.
Notifying ACRA about the appointment of director
If the incoming director who is an ordinary resident of Singapore, a current director or the company secretary can file an appointment of director notice with ACRA online using BizFile.
Should the new director be a foreign resident, the company must file the appointment of director through a registered corporate service provider.
Once the appointment has been filed with ACRA and the necessary fees are paid, the director is considered officially appointed.
How can our team of experts can help?
If you need more information about changing company directors in Singapore, you can book a consultation with one of our experts.
This consultation will allow you to receive dependable advice and quickly figure out the best option for your particular needs.
Please note that this article is for information purposes only and does not constitute legal advice.
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