The legal requirement
A person may cease to be a director by resigning and shall cease to be a director upon disqualification.
Generally, a director’s resignation is valid if the following conditions are satisfied:
a) the resignation procedure complies with the company’s articles; and
b) the company will have at least one remaining director who is ordinarily resident in Singapore.
If a person has been disqualified from acting as a director by law, the above conditions may not be applicable.
Within one month of the date on which a director ceases to be a director, the company must lodge the prescribed form online via BizFile under the heading of “Change of Particulars, Appointment or Cessation of Company Officers or Auditors”. The person will remain as a director in our records until the prescribed form is lodged.
If a person has reasonable cause to believe that the company will not lodge the return with us, he may notify us of his resignation online via BizFile under the heading of “Notification of Cessation of Appointment of Director by that Director under section 173(6A)” to inform ACRA of his valid resignation or disqualification. Generally, the company should be given at least one month to lodge the notice of cessation. However, if the person is aware that there are no other officers in the company to lodge the notice, e.g. the company secretary has resigned and the other remaining director(s) are disqualified, he can lodge the notice immediately.
Guidelines on notification
1. The notification should only be made one month or more after the date of cessation as director.
2. The person who has ceased to be director (the “ex-director”) can notify that fact online via BizFile.
Step 1: At the BizFile homepage menu, select the transaction “Local Company” followed by the transaction group “Applications Under the Companies Act”.
Step 2: Select the transaction “Notification of Cessation of Appointment of Director by that Director under section 173(6A)”.
3. The ex-director may select the reason for disqualification or resignation from the list provided:
a) Disqualified under section 148 – Bankruptcy
b) Disqualified under section 149 – By Order of Court
c) Disqualified under section 149A – By Order of Court
d) Disqualified under section 154(1) – Previous Conviction
e) Disqualified under section 154(2) – By Order of Court
f) Disqualified under section 155 – Persistent Defaulter
4. The fee for each section 173(6A) notification is $10.00.
5. Each notification is company specific, e.g. if the director is resigning from several companies, the director must notify us separately for all the companies.
6. Section 173(6A) notification should only be used where the director
a) has resigned, in a valid manner; or
b) has been disqualified as a result of -
i) Section 148 - having a bankruptcy order made against him; or
ii) Section 155 - having been adjudged guilty of three or more offences or having three or more orders made against him under sections 13 or 399 of the Companies Act.
7. We may contact the person to verify his resignation or disqualification claim and may require that person to obtain a legal opinion if necessary. The following are some of the administrative actions that we may take:
a) We may update the company’s records to show the director’s resignation if the company admits that the director’s resignation is valid but refuses to lodge the requisite form despite prosecution action by us;
b) If we are certain of the director’s disqualification, or resignation, we may disseminate the director’s disqualification or resignation by including explanatory notes in our records or in the extract of our records to alert users of the disqualification or resignation; and
c) We may withhold prosecution against the director for Companies Act offences committed by the company after his disqualification or resignation.
1. The processing time for a section 173(6A) notification due to a disqualification under section 148 or section 155 is about one working day.
2. For all other section 173(6A) notifications, apart from disqualification under section 148 or section 155, the normal processing time is about three working days. However, if investigations are required to verify and confirm the disqualification or resignation claim, the processing time will be longer. Such investigations may take more than one month as we may have to write to and receive information from the ex-director or other parties, such as the company.
3. The ex-director can check the status of his section 173(6A) notification via BizFile under the heading of “Transaction Status Enquiry”.
4. Alternatively, the ex-director will be informed of the outcome of his section 173(6A) notification by email, if he/she had provided his/her email address to us at the time of incorporation of the company or had subsequently updated his/her particulars in the register of companies to include his/her email address.
Who can notify us?
Please seek professional advice if you are unsure about the legal duties and liabilities of the company and its officers. ACRA officers are not empowered to provide such advice.