Overview of Resignation and Disqualification of Directors

A person may cease to be a director of a company by resignation or disqualification.

Resignation

A director’s resignation is valid if the following conditions are satisfied:

  1. The resignation procedure complies with the company’s constitution.
  2. The company must have at least 1 remaining director who is residing in Singapore.

Disqualification

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 orforeign 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 (but not exhaustive):

  • Section 148 of the Companies Act:
    • Bankruptcy
  • Section 149 and Section 154(2) of the Companies Act: 
    •  By an Order of the Court
  • Secion 149A of the Companies Act:
    • Company being wound up for reasons of national security or interest
  • Section 154(1) of the Companies Act:
    • Convicted of an offence involving fraud or dishonesty that is punishable with an imprisonment term for 3 months or more
  • Section 155 of the Companies Act:
    • Has been convicted for 3 or more filing related offences under the Companies Act within a period of 5 years or
    • 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
  • Section 155A of the Companies Act:
    • Has 3 or more of his companies struck off the register by ACRA under section 344 within a period of 5 years. The 5 year period will commence from after the date on which the third company is struck off. 

Disqualification Period

The disqualification period depends on whether the director has been sentenced to imprisonment.

For more information regarding disqualifications, please click here (PDF, 308KB). 

Sentenced with imprisonment

If the director is imprisoned, his disqualification will begin when he is convicted, and will continue for another five years or shorter as ordered if disqualified by the Courts after he is released from prison.

Sentenced without imprisonment

If the director was not sentenced to imprisonment, he will be disqualified for 5 years or shorter as ordered if disqualified by the court, from the date of his conviction.

A person may continue to incorporate a new company or be appointed as a director of his previous company after the end of his disqualification period. The company must then notify ACRA via BizFileof his fresh appointment as director of the company within 14 days from the date of appointment.

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