Directors
145.—(1)  Every company shall have at least one director who is ordinarily resident in Singapore and, where the company only has one member, that sole director may also be the sole member of the company.
[5/2004]
(2)  No person other than a natural person who has attained the age of 18 years and who is otherwise of full legal capacity shall be a director of a company.
[7/2009 wef 01/03/2009]
(3)  [Deleted by Act 12 of 2002]
(4)  Any provision in the constitution of a company which was in force immediately before 29th December 1967 and which operated to constitute a corporation as a director of the company shall be read and construed as if it authorised that corporation to appoint a natural person to be a director of that company.
[S 258/67]
[Act 36 of 2014 wef 03/01/2016]
(4A)  Subject to subsection (5), unless the constitution otherwise provides, a director of a company may resign by giving the company a notice in writing of his resignation.
[Act 36 of 2014 wef 03/01/2016]
(4B)  Subject to subsection (5), the resignation of a director shall not be conditional upon the company’s acceptance of his resignation.
[Act 36 of 2014 wef 03/01/2016]
(5)  Notwithstanding anything in this Act or in the constitution of the company, or in any agreement with the company, a director of a company shall not resign or vacate his office unless there is remaining in the company at least one director who is ordinarily resident in Singapore; and any purported resignation or vacation of office in breach of this subsection shall be deemed to be invalid.
[5/2004]
[Act 36 of 2014 wef 03/01/2016]
(6)  Subsection (5) shall not apply where a director of a company is required to resign or vacate his office —
(a)if he has not within the period referred to in section 147(1) obtained his qualification;
(b)by virtue of his disqualification or removal or the revocation of his appointment as a director, as the case may be, under section 148, 149, 149A, 154, 155, 155A or 155C of this Act, section 50 or 54 of the Banking Act (Cap. 19), section 47 of the Finance Companies Act (Cap. 108), section 57 of the Financial Advisers Act (Cap. 110), section 62 or 63 of the Financial Holdings Companies Act 2013 (Act 13 of 2013), section 31, 31A, 35ZJ or 41(2)(a)(ii) of the Insurance Act (Cap. 142), section 40 of the Monetary Authority of Singapore Act (Cap. 186), section 35 or 66 of the Payment Services Act 2019, section 43, 46Z, 81P, 81ZJ, 97, 123Y, 123ZU or 292A of the Securities and Futures Act (Cap. 289) and section 14 of the Trust Companies Act (Cap. 336); or
[Act 4 of 2017 wef 08/10/2018]
[Act 31 of 2017 wef 04/06/2018]
[Act 2 of 2019 wef 28/01/2020]
(c)if he, being a director of a Registered Fund Management Company as defined in the Securities and Futures (Licensing and Conduct of Business) Regulations (Cap. 289, Rg 10), has been removed by the company as director in accordance with those Regulations.
[Act 36 of 2014 wef 03/01/2016]
(7)  If there is a contravention of subsection (1), the Registrar may, either of his own motion or on the application of any person, direct the members of the company to appoint a director who is ordinarily resident in Singapore if he considers it to be in the interests of the company for such appointment to be made.
[5/2004]
(8)  If the direction under subsection (7) is not complied with, each member in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and, in the case of a continuing offence, to a further fine not exceeding $1,000 for every day or part thereof during which the offence continues after conviction.
[5/2004]
(9)  If there is a contravention of subsection (1) and —
(a)the Registrar fails to give the direction under subsection (7); or
(b)such direction has been given but is not complied with,
the Court may, on the application of the Registrar or any person, order the members of the company to make the appointment if it considers it to be in the interests of the company for such appointment to be made.
[5/2004]
[Act 40 of 2019 wef 02/01/2021]
(10)  If a company carries on business without having at least one director who is ordinarily resident in Singapore for more than 6 months, a person who, for the whole or any part of the period that it so carries on business after those 6 months —
(a)is a member of the company; and
(b)knows that it is carrying on business in that manner,
shall be liable for the payment of all the debts of the company contracted during the period or, as the case may be, that part of it, and may be sued therefor.
[5/2004]
[UK, 1948, s. 176; Aust., 1961, s. 114]