1. Definition of A Director

   A director is the person responsible for managing the affairs of the company and providing it with directions. As a director, you must make decisions objectively, act in the best interest of the company, and be honest and diligent in carrying out your duties

   A director in a Companies Act is “any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors of a corporation are accustomed to act and an alternate or substitute director”.

   Under this definition, even though a person is not formally appointed as a director, he will still be recognized as a director in the eyes of the law if the other directors of a company follow his instructions or if he is involved in the management of the company.

   A person would have agreed to become a director once he has signed the prescribed Consent to act as Director, and from the date stated in the form. There is no difference between an “active”, and “inactive” or “sleeping” director. Under the law, a person is recognized as a director once he has agreed to become one.

   As such, all directors owe a duty to the company. You have to ensure that the company complies with regulatory requirements, regardless of your level of participation in the company’s affairs. Hence, you cannot argue that you are not bound by your director’s duty just because you are inactive in the management of the company.

2. Requirements of being a Director
   1. Minimum and Maximum number of Directors

      Under the Companies Act, the minimum number of directors required is one. The maximum number of directors will usually be stated in the company’s Articles.

      If a company has only one director, that sole director may also be the sole shareholder of the company. However, he cannot at the same time serve as the company secretary. In other words, a one-director company must still have at least two company officers, i.e. a director and a secretary.

   2. One director must be ordinarily resident

      There must be at least one director of the company who is ordinarily resident in Singapore. This means that the director’s usual place of residence is in Singapore. A Singapore Citizen, Singapore Permanent Resident, an EntrePass holder or an Employment Pass holder issued with such a pass to work in the company concerned and who has a local residential address can be accepted as a person who is ordinarily resident here.

   3. Age and other Requirements

      	Minimum Age	Maximum Age
      Private Company	18 Years Old	No Maximum Age
      Public Company or subsidiary of public Company	18 Years Old	70 Years old, unless reappointed at company’s annual general meeting

      With effect from 1 March 2009, the minimum age to be appointed as a director is 18. In addition to the age requirement, a director must be physically and mentally capable of carrying out his duties. Your company’s Articles may also require you to hold shares in the company. If such a requirement is present, you must meet that requirement within two months after your appointment, or within a shorter period.

   4. Disqualified Director

      There are various circumstances where a director may face disqualification. Once a person is disqualified, he will not be allowed to be a director or take part in the management of any local or foreign company unless he seeks permission from the High Court or Official Assignee, if applicable. The circumstances, which disqualify a person from being a director, include the following:

      • Being an undischarged bankrupt.
      • Conviction for certain criminal offences that involve fraud or dishonesty.
      • Where a disqualification order has been made against him by a court.
      • Has been convicted for 3 or more filing related offences under the Companies Act within a period of 5 years.
      • Has 3 or more High Court Orders made against him compelling compliance with the relevant requirements of the Act, within a period of 5 years.
      • Company being wound up for reasons of national security or interest.

      Under certain circumstances, the High Court or the Official Assignee may grant the disqualified person permission to continue to be a director of a company. The disqualified director must notify ACRA via Bizfile if this is the case.

      In addition, the director himself must give notice in writing to the company of his disqualification. The company in turn is required to report to ACRA the disqualification within one month after the director becomes disqualified. This is because ACRA does not automatically update its records of the director’s status. The director is obligated to inform each and every company of which he is a director and each of these companies is required to report his disqualification.

3. Duties of Directors
   1. Statutory Duties

      Statutory Duties are enforced by Accounting and Corporate Regulatory Authority of Singapore (ACRA) or Singapore Police Force if police report made

   2. Common Law Duties or Fiduciary Duties

      Common law (general or case law) duties are enforced by company or individual member on behalf of company against the director(s)

      Common Law duties	Statutory Law duties
      Found in cases.	Found in the Statutes.
      Enforced by the company.	Enforced by regulators or taken up by persons aggrieved by your actions.
      Breach will result in civil liabilities and remedies.	Breach may result in criminal prosecution and/or civil action, and criminal and civil sanctions
      The company can ratify breaches of common law duties. The court can also excuse breaches.	The company cannot stop the regulator from prosecuting the director if there is a breach.

      If you are unsure if you will breach your duty as a director to the company when making disclosures, you should seek further professional advice on the matter.

4. Appointment of Company Secretary

   All companies must, upon incorporation, appoint at least one Company Secretary who must be an individual residing in Singapore. The board of directors is responsible for appointing the Secretary and to decide his remuneration. It is important for you to ensure that a suitable and qualified Company Secretary is appointed. At the time of appointment, the Secretary- to-be should signify his consent to act in the relevant prescribed form. It is possible for a locally resident company director to also be the Company Secretary. However, if the company has only one director, the Act prohibits the sole director from serving as the Company Secretary.

References:
Accounting and Corporate Regulatory Authority. (2011). ACRA & I: Being and effective Director. Retrieved from https://www.acra.gov.sg