Companies Act 1967 - Singapore Statutes Online

Directors

145.—(1) Every company must 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.

(2) No person other than a natural person who has attained the age of 18 years and who is otherwise of full legal capacity may be a director of a company.

[7/2009]

(3) [Deleted by Act 12 of 2002]

(4) Any provision in the constitution of a company which was in force immediately before 29 December 1967 and which operated to constitute a corporation as a director of the company is to be read and construed as if it authorised that corporation to appoint a natural person to be a director of that company.

[36/2014]

(4A) Subject to subsection (5), unless the constitution otherwise provides, a director of a company may resign by giving the company a written notice of his or her resignation.

[36/2014]

(4B) Subject to subsection (5), the resignation of a director is not conditional upon the company’s acceptance of his or her resignation.

[36/2014]

(5) Despite anything in this Act or in the constitution of the company, or in any agreement with the company, a director of a company must not resign or vacate his or her 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 is invalid.

[36/2014]

(6) Subsection (5) does not apply where a director of a company is required to resign or vacate his or her office —

(a)	if the director has not within the period referred to in section 147(1) obtained his or her qualification;
(b)	by virtue of his or her disqualification or removal or the revocation of his or her 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 1970, section 50 or 54 of the Banking Act 1970 as applied by section 55ZJ of that Act, section 46(7) of the Credit Bureau Act 2016, section 47 of the Finance Companies Act 1967, section 64 of the Financial Advisers Act 2001, section 62 or 63 of the Financial Holdings Companies Act 2013, section 48 of the Financial Services and Markets Act 2022, section 35, 36, 88 or 102(2)(a)(ii) of the Insurance Act 1966, section 40 of the Monetary Authority of Singapore Act 1970 as in force immediately before the date of commencement of section 205 of the Financial Services and Markets Act 2022, 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 2001 and section 14 of the Trust Companies Act 2005; or [Act 18 of 2022 wef 10/05/2024]
(c)	if the director, being a director of a Registered Fund Management Company as defined in the Securities and Futures (Licensing and Conduct of Business) Regulations, has been removed by the company as director in accordance with those Regulations. [36/2014; 27/2016; 4/2017; 31/2017; 2/2019; 1/2020]

(7) If there is a contravention of subsection (1), the Registrar may, either of the Registrar’s 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 the Registrar considers it to be in the interests of the company for such appointment to be made.

(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.

(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.

[40/2019]

(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 that part of the period (as the case may be), and may be sued therefor.

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