A director must make decisions objectively, act in the best interest of the company, avoid conflicts of interest, and be honest and diligent in carrying out her duties. Singapore’s Companies Act mandates that at least one director of the company must be an “ordinarily resident” in Singapore, typically falling into one of the following categories: a Singapore Citizen, Singapore Permanent Resident, an EntrePass holder or an Employment Pass holder.
If a foreigner incorporates a company in Singapore but does not have a local person who can act as a resident director of the new company, then the foreigner can “hire” a person to act as a director for a fee. Such a director is called a Nominee Director or ND; sometimes the term “local director” is used. The ND must be a citizen or Permanent Resident of Singapore and must have a permanent address that is located in Singapore.
While the minimum number of directors required for Singapore company registration is one, the maximum number will usually be stated in the company’s constitution. But do note that the same person cannot also serve as the company secretary. Thus, even a one-director company will still have at least two company officers – a director and a company secretary.
A company director in Singapore is responsible for ensuring that the company complies with the two most important statutory requirements. This includes convening and holding of the company’s Annual General Meeting (AGM) and the subsequent filing of its annual returns by the specified due dates (normally within a month of the AGM).