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; or[Act 24 of 2025 wef 06/05/2026]
(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.[Act 18 of 2022 wef 10/05/2024]
[Act 24 of 2025 wef 06/05/2026]
(c)
[Deleted by Act 24 of 2025 wef 06/05/2026][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.
—(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; or[Act 24 of 2025 wef 06/05/2026]
(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.[Act 18 of 2022 wef 10/05/2024]
[Act 24 of 2025 wef 06/05/2026]
(c)
[Deleted by Act 24 of 2025 wef 06/05/2026][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.
Acting as nominee director
145A.—(1) Subject to subsection (2), a person must not, on or after the appointed day, act as a nominee director of a company by way of business, unless —(a)
the person is a registered corporate service provider for providing the corporate service of acting, or arranging for another person to act as a director of a corporation; or
(b)
his or her so acting is arranged by a registered corporate service provider for that corporate service.
(2) Subsection (1) does not apply where —(a)
the person acts as a nominee director of his or her affiliated company; or
(b)
the person had commenced acting as a nominee director of the company before the appointed day.
(3) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 and, in the case of a continuing offence, to a further fine not exceeding $1,000 for every day or part of a day during which the offence continues after conviction.
(4) In this section —“affiliated company”, in relation to a person, means —(a)
a company that employs the person; or
(b)
a company which by virtue of section 6 is deemed to be related to a corporation that employs the person;
“appointed day” means the date of commencement of section 38(b) of the Corporate Service Providers Act 2024;
“nominee director” means a director who is accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of any other person.[Act 22 of 2024 wef 09/06/2025]
—(1) Subject to subsection (2), a person must not, on or after the appointed day, act as a nominee director of a company by way of business, unless —(a)
the person is a registered corporate service provider for providing the corporate service of acting, or arranging for another person to act as a director of a corporation; or
(b)
his or her so acting is arranged by a registered corporate service provider for that corporate service.
(2) Subsection (1) does not apply where —(a)
the person acts as a nominee director of his or her affiliated company; or
(b)
the person had commenced acting as a nominee director of the company before the appointed day.
(3) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 and, in the case of a continuing offence, to a further fine not exceeding $1,000 for every day or part of a day during which the offence continues after conviction.
(4) In this section —“affiliated company”, in relation to a person, means —(a)
a company that employs the person; or
(b)
a company which by virtue of section 6 is deemed to be related to a corporation that employs the person;
“appointed day” means the date of commencement of section 38(b) of the Corporate Service Providers Act 2024;
“nominee director” means a director who is accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of any other person.[Act 22 of 2024 wef 09/06/2025]
Restrictions on appointment or advertisement of director
146.—(1) A person must not be named as a director or proposed director in —(a)
any document filed or lodged with or submitted to the Registrar for the purposes of the incorporation of a company; or
(b)
the register of directors, chief executive officers and secretaries of a company,
unless, before —
(c)
the incorporation of the company; or
(d)
the filing of any return in the prescribed form containing the particulars required to be specified in the register of directors, chief executive officers and secretaries,
as the case may be, the person has complied with the conditions set out in subsection (1A).
[36/2014]
(1A) The conditions to be complied with by a person referred to in subsection (1) are the following:(a)
the person has, by himself or herself or through a registered qualified individual authorised by him or her, filed with the Registrar —(i)
a declaration that he or she has consented to act as a director;
(ii)
a statement in the prescribed form that he or she is not disqualified from acting as a director under this Act; and
(iii)
a statement in the prescribed form that he or she is not debarred under section 155B from acting as director of the company;
(b)
the person has, by himself or herself or through a registered qualified individual authorised by him or her —(i)
filed with the Registrar a declaration that the person has agreed to take a number of shares of the company that is not less than the person’s qualification, if any;
(ii)
filed with the Registrar an undertaking that the person will take from the company and pay for his or her qualification shares, if any;
(iii)
filed with the Registrar a declaration that a specified number of shares, not less than the person’s qualification (if any), has been registered in the person’s name; or
(iv)
in the case of a company formed or intended to be formed by way of reconstruction of another corporation or group of corporations or to acquire the shares in another corporation or group of corporations, filed with the Registrar a declaration that —(A)
the person was a shareholder in that other corporation or in one or more of the corporations of that group; and
(B)
as a shareholder the person will be entitled to receive and have registered in his or her name a number of shares not less than his or her qualification, by virtue of the terms of an agreement relating to the reconstruction.[36/2014]
(2) Where a person has undertaken to the Registrar under subsection (1A)(b)(ii) to take and pay for the person’s qualification shares, the person is, as regards those shares, in the same position as if the person had signed the constitution for that number of shares.[36/2014]
(3) Subsections (1) and (2) (other than the provisions relating to the signing of a consent to act as director) do not apply to —(a)
a company not having a share capital;
(b)
a private company; or
(c)
a prospectus or a statement in lieu of prospectus issued or lodged with the Registrar by or on behalf of a company or to a constitution adopted by a company after the expiration of one year from the date on which the company was entitled to commence business.[36/2014]
(4) If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 and also to a default penalty.
(5) The restrictions in this section on a director or proposed director of a company incorporated under this Act in relation to a prospectus apply in the same manner and extent to a director or proposed director of a foreign company as if the references in subsections (1) and (4) to a company included references to a foreign company.
—(1) A person must not be named as a director or proposed director in —(a)
any document filed or lodged with or submitted to the Registrar for the purposes of the incorporation of a company; or
(b)
the register of directors, chief executive officers and secretaries of a company,
unless, before —
(c)
the incorporation of the company; or
(d)
the filing of any return in the prescribed form containing the particulars required to be specified in the register of directors, chief executive officers and secretaries,
as the case may be, the person has complied with the conditions set out in subsection (1A).
[36/2014]
(1A) The conditions to be complied with by a person referred to in subsection (1) are the following:(a)
the person has, by himself or herself or through a registered qualified individual authorised by him or her, filed with the Registrar —(i)
a declaration that he or she has consented to act as a director;
(ii)
a statement in the prescribed form that he or she is not disqualified from acting as a director under this Act; and
(iii)
a statement in the prescribed form that he or she is not debarred under section 155B from acting as director of the company;
(b)
the person has, by himself or herself or through a registered qualified individual authorised by him or her —(i)
filed with the Registrar a declaration that the person has agreed to take a number of shares of the company that is not less than the person’s qualification, if any;
(ii)
filed with the Registrar an undertaking that the person will take from the company and pay for his or her qualification shares, if any;
(iii)
filed with the Registrar a declaration that a specified number of shares, not less than the person’s qualification (if any), has been registered in the person’s name; or
(iv)
in the case of a company formed or intended to be formed by way of reconstruction of another corporation or group of corporations or to acquire the shares in another corporation or group of corporations, filed with the Registrar a declaration that —(A)
the person was a shareholder in that other corporation or in one or more of the corporations of that group; and
(B)
as a shareholder the person will be entitled to receive and have registered in his or her name a number of shares not less than his or her qualification, by virtue of the terms of an agreement relating to the reconstruction.[36/2014]
(2) Where a person has undertaken to the Registrar under subsection (1A)(b)(ii) to take and pay for the person’s qualification shares, the person is, as regards those shares, in the same position as if the person had signed the constitution for that number of shares.[36/2014]
(3) Subsections (1) and (2) (other than the provisions relating to the signing of a consent to act as director) do not apply to —(a)
a company not having a share capital;
(b)
a private company; or
(c)
a prospectus or a statement in lieu of prospectus issued or lodged with the Registrar by or on behalf of a company or to a constitution adopted by a company after the expiration of one year from the date on which the company was entitled to commence business.[36/2014]
(4) If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 and also to a default penalty.
(5) The restrictions in this section on a director or proposed director of a company incorporated under this Act in relation to a prospectus apply in the same manner and extent to a director or proposed director of a foreign company as if the references in subsections (1) and (4) to a company included references to a foreign company.
Qualification of director
147.—(1) Without affecting the operation of sections 145 and 146, every director, who is by the constitution required to hold a specified share qualification and who is not already qualified, must obtain his or her qualification within 2 months after his or her appointment or such shorter period as is fixed by the constitution.[36/2014]
(2) Unless otherwise provided by the constitution, the qualification of any director of a company must be held by him or her solely and not as one of several joint holders.[36/2014]
(3) A director must vacate his or her office if he or she has not within the period referred to in subsection (1) obtained his or her qualification or if after so obtaining it he or she ceases at any time to hold his or her qualification.
(4) Any person who fails to comply with subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000 and also to a default penalty.
(5) A person vacating office under this section is incapable of being re‑appointed as director until the person has obtained his or her qualification.
—(1) Without affecting the operation of sections 145 and 146, every director, who is by the constitution required to hold a specified share qualification and who is not already qualified, must obtain his or her qualification within 2 months after his or her appointment or such shorter period as is fixed by the constitution.[36/2014]
(2) Unless otherwise provided by the constitution, the qualification of any director of a company must be held by him or her solely and not as one of several joint holders.[36/2014]
(3) A director must vacate his or her office if he or she has not within the period referred to in subsection (1) obtained his or her qualification or if after so obtaining it he or she ceases at any time to hold his or her qualification.
(4) Any person who fails to comply with subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000 and also to a default penalty.
(5) A person vacating office under this section is incapable of being re‑appointed as director until the person has obtained his or her qualification.
Restriction on undischarged bankrupt
148.—(1) Every person who, being an undischarged bankrupt (whether the person was adjudged bankrupt by a Singapore Court or a foreign court having jurisdiction in bankruptcy), acts as director of, or directly or indirectly takes part in or is concerned in the management of, any corporation, except with the permission of the Court or the written permission of the Official Assignee, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.[36/2014]
[Act 25 of 2021 wef 01/04/2022]
(2) On an application by an undischarged bankrupt under subsection (1) to the Court or the Official Assignee (as the case may be) the Court or the Official Assignee may refuse the application or approve the application subject to such condition as the Court or the Official Assignee (as the case may be) may impose.
(3) The Court must not give permission under this section unless notice of intention to apply therefor has been served on the Minister and on the Official Assignee and the Minister and the Official Assignee or either of them may be represented at the hearing of and may oppose the granting of the application.[Act 25 of 2021 wef 01/04/2022]
(4) Any person who has been granted permission by the Court or written permission by the Official Assignee under subsection (1) must, within 14 days after the issue of the Court order or written permission, lodge a copy of the order or written permission with the Registrar.[36/2014]
[Act 25 of 2021 wef 01/04/2022]
—(1) Every person who, being an undischarged bankrupt (whether the person was adjudged bankrupt by a Singapore Court or a foreign court having jurisdiction in bankruptcy), acts as director of, or directly or indirectly takes part in or is concerned in the management of, any corporation, except with the permission of the Court or the written permission of the Official Assignee, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.[36/2014]
[Act 25 of 2021 wef 01/04/2022]
(2) On an application by an undischarged bankrupt under subsection (1) to the Court or the Official Assignee (as the case may be) the Court or the Official Assignee may refuse the application or approve the application subject to such condition as the Court or the Official Assignee (as the case may be) may impose.
(3) The Court must not give permission under this section unless notice of intention to apply therefor has been served on the Minister and on the Official Assignee and the Minister and the Official Assignee or either of them may be represented at the hearing of and may oppose the granting of the application.[Act 25 of 2021 wef 01/04/2022]
(4) Any person who has been granted permission by the Court or written permission by the Official Assignee under subsection (1) must, within 14 days after the issue of the Court order or written permission, lodge a copy of the order or written permission with the Registrar.[36/2014]
[Act 25 of 2021 wef 01/04/2022]
Disqualification of unfit directors of insolvent companies
149.—(1) The Court may —(a)
on the application of the Minister or the Official Receiver as provided for in subsection (9); and
(b)
on being satisfied as to the matters referred to in subsection (2),
make an order disqualifying a person specified in the order from being a director or in any way, whether directly or indirectly, being concerned in, or taking part in, the management of a company, during such period not exceeding 5 years after the date of the order as is specified in the order (called in this section a disqualification order).
(2) The Court must make a disqualification order under subsection (1) if it is satisfied that —(a)
the person against whom the order is sought has been given not less than 14 days’ notice of the application; and
(b)
in respect of the person —(i)
he or she is or has been a director of a company which has at any time gone into liquidation (whether while he or she was a director or within 3 years of his or her ceasing to be a director) and was insolvent at that time; and
(ii)
his or her conduct as director of that company either taken alone or taken together with his or her conduct as a director of any other company or companies makes him or her unfit to be a director of or in any way, whether directly or indirectly, be concerned in, or take part in, the management of a company.
(3) If in the case of a person who is or has been a director of a company which is —(a)
being wound up by the Court, it appears to the Official Receiver or to the liquidator (if the liquidator is not the Official Receiver); or
(b)
being wound up otherwise than as mentioned in paragraph (a), it appears to the liquidator,
that the conditions mentioned in subsection (2)(b) are satisfied as respects that person, the Official Receiver or the liquidator (as the case may be) must immediately report the matter to the Minister.
(4) The Minister may require the Official Receiver or the liquidator or the former liquidator of a company —(a)
to furnish the Minister with such information with respect to any person’s conduct as a director of the company; and
(b)
to produce and permit inspection of such books, papers and other records relevant to that person’s conduct as such a director,
as the Minister may reasonably require for the purpose of determining whether to exercise, or of exercising, any of the Minister’s functions under this section; and if default is made in complying with that requirement the Court may, on the application of the Minister, make an order requiring that person to make good the default within such time as is specified in the order.
(5) For the purposes of this section —(a)
a company has gone into liquidation —(i)
if it is wound up by the Court, on the date of the filing of the winding up application;
(ii)
where a provisional liquidator was appointed under section 161(1) of the Insolvency, Restructuring and Dissolution Act 2018, at the time when the declaration made under that subsection was lodged with the Registrar; and
(iii)
in any other case, on the date of the passing of the resolution for the voluntary winding up; and
(b)
a company was insolvent at the time it has gone into liquidation if it was unable to pay its debts, within the meaning of that expression in section 125(2) of the Insolvency, Restructuring and Dissolution Act 2018,
and references in this section to a person’s conduct as a director of any company or companies include, where any of those companies have become insolvent, references to that person’s conduct in relation to any matter connected with or arising out of the insolvency of that company.
[40/2018]
(6) In deciding whether a person’s conduct as a director of any particular company or companies makes him or her unfit to be concerned in, or take part in, the management of a company as is mentioned in subsection (2)(b), the Court must in relation to his or her conduct as a director of that company or (as the case may be) each of those companies have regard, generally to the matters referred to in paragraph (a), and, in particular, to the matters referred to in paragraph (b), even though the director has not been convicted or may be criminally liable in respect of any of these matters —(a)
as to —(i)
whether there has been any misfeasance or breach of any fiduciary or other duty by the director in relation to the company;
(ii)
whether there has been any misapplication or retention by the director of, or any conduct by the director giving rise to an obligation to account for, any money or other property of the company;
(iii)
the extent of the director’s responsibility for any failure by the company to comply with sections 138, 190, 191, 196B, 197, 199 and 201; and
(b)
as to —(i)
the extent of the director’s responsibility for the causes of the company becoming insolvent;
(ii)
the extent of the director’s responsibility for any failure by the company to supply any goods or services which have been paid for (in whole or in part);
(iii)
the extent of the director’s responsibility for the company entering into any transaction liable to be set aside under section 130(1) of the Insolvency, Restructuring and Dissolution Act 2018;
(iv)
whether the causes of the company becoming insolvent are attributable to its carrying on business in a particular industry where the risk of insolvency is generally recognised to be higher.[36/2014; 40/2018]
(7) The Minister may, by notification in the Gazette, add to, vary or amend the matters referred to in subsection (6) and that notification may contain such transitional provisions as may appear to the Minister to be necessary or expedient.
(8) In this section, “company” includes a corporation and a foreign company but does not include a partnership or association to which Division 1 of Part 10 of the Insolvency, Restructuring and Dissolution Act 2018 applies.[40/2018]
(9) In the case of a person who is or has been a director of a company which has gone into liquidation and is being wound up by the Court, an application under this section is to be made by the Official Receiver but in any other case an application is to be made by the Minister.
(9A) On a hearing of an application under this section —(a)
the Minister or the Official Receiver (as the case may be) must appear and call the attention of the Court to any matter which appears to him or her to be relevant (and for this purpose the Minister may be represented) and may give evidence or call witnesses; and
(b)
the person against whom an order is sought may appear and himself or herself give evidence or call witnesses.
(10) This section does not apply unless the company mentioned in subsection (2)(b) has gone into insolvent liquidation on or after 15 August 1984 and the conduct to which the Court is to have regard does not include conduct as a director of a company that has gone into liquidation before that date.
(11) A person who acts as judicial manager, receiver or receiver manager shall not be liable to have a disqualification order made against the person in respect of acts done in the person’s capacity as judicial manager, receiver or receiver manager, as the case may be.
(12) Any person who acts in contravention of a disqualification order made under this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
(13) Nothing in this section prevents a person who is disqualified pursuant to an order made under subsection (1) from applying for permission of the Court to be concerned in or take part in the management of a company.[Act 25 of 2021 wef 01/04/2022]
(14) On the hearing of an application made under subsection (13) or (15), the Minister or the Official Receiver must appear (and for this purpose the Minister may be represented) and call attention of the Court to any matter which appears to him or her to be relevant to the application and may himself or herself give evidence or call witnesses.
(15) Any right to apply for permission of the Court to be concerned or take part in the management of a company that was subsisting immediately before 23 March 1990 is, after that date, to be treated as subsisting by virtue of the corresponding provision made under this section.[Act 25 of 2021 wef 01/04/2022]
—(1) The Court may —(a)
on the application of the Minister or the Official Receiver as provided for in subsection (9); and
(b)
on being satisfied as to the matters referred to in subsection (2),
make an order disqualifying a person specified in the order from being a director or in any way, whether directly or indirectly, being concerned in, or taking part in, the management of a company, during such period not exceeding 5 years after the date of the order as is specified in the order (called in this section a disqualification order).
(2) The Court must make a disqualification order under subsection (1) if it is satisfied that —(a)
the person against whom the order is sought has been given not less than 14 days’ notice of the application; and
(b)
in respect of the person —(i)
he or she is or has been a director of a company which has at any time gone into liquidation (whether while he or she was a director or within 3 years of his or her ceasing to be a director) and was insolvent at that time; and
(ii)
his or her conduct as director of that company either taken alone or taken together with his or her conduct as a director of any other company or companies makes him or her unfit to be a director of or in any way, whether directly or indirectly, be concerned in, or take part in, the management of a company.
(3) If in the case of a person who is or has been a director of a company which is —(a)
being wound up by the Court, it appears to the Official Receiver or to the liquidator (if the liquidator is not the Official Receiver); or
(b)
being wound up otherwise than as mentioned in paragraph (a), it appears to the liquidator,
that the conditions mentioned in subsection (2)(b) are satisfied as respects that person, the Official Receiver or the liquidator (as the case may be) must immediately report the matter to the Minister.
(4) The Minister may require the Official Receiver or the liquidator or the former liquidator of a company —(a)
to furnish the Minister with such information with respect to any person’s conduct as a director of the company; and
(b)
to produce and permit inspection of such books, papers and other records relevant to that person’s conduct as such a director,
as the Minister may reasonably require for the purpose of determining whether to exercise, or of exercising, any of the Minister’s functions under this section; and if default is made in complying with that requirement the Court may, on the application of the Minister, make an order requiring that person to make good the default within such time as is specified in the order.
(5) For the purposes of this section —(a)
a company has gone into liquidation —(i)
if it is wound up by the Court, on the date of the filing of the winding up application;
(ii)
where a provisional liquidator was appointed under section 161(1) of the Insolvency, Restructuring and Dissolution Act 2018, at the time when the declaration made under that subsection was lodged with the Registrar; and
(iii)
in any other case, on the date of the passing of the resolution for the voluntary winding up; and
(b)
a company was insolvent at the time it has gone into liquidation if it was unable to pay its debts, within the meaning of that expression in section 125(2) of the Insolvency, Restructuring and Dissolution Act 2018,
and references in this section to a person’s conduct as a director of any company or companies include, where any of those companies have become insolvent, references to that person’s conduct in relation to any matter connected with or arising out of the insolvency of that company.
[40/2018]
(6) In deciding whether a person’s conduct as a director of any particular company or companies makes him or her unfit to be concerned in, or take part in, the management of a company as is mentioned in subsection (2)(b), the Court must in relation to his or her conduct as a director of that company or (as the case may be) each of those companies have regard, generally to the matters referred to in paragraph (a), and, in particular, to the matters referred to in paragraph (b), even though the director has not been convicted or may be criminally liable in respect of any of these matters —(a)
as to —(i)
whether there has been any misfeasance or breach of any fiduciary or other duty by the director in relation to the company;
(ii)
whether there has been any misapplication or retention by the director of, or any conduct by the director giving rise to an obligation to account for, any money or other property of the company;
(iii)
the extent of the director’s responsibility for any failure by the company to comply with sections 138, 190, 191, 196B, 197, 199 and 201; and
(b)
as to —(i)
the extent of the director’s responsibility for the causes of the company becoming insolvent;
(ii)
the extent of the director’s responsibility for any failure by the company to supply any goods or services which have been paid for (in whole or in part);
(iii)
the extent of the director’s responsibility for the company entering into any transaction liable to be set aside under section 130(1) of the Insolvency, Restructuring and Dissolution Act 2018;
(iv)
whether the causes of the company becoming insolvent are attributable to its carrying on business in a particular industry where the risk of insolvency is generally recognised to be higher.[36/2014; 40/2018]
(7) The Minister may, by notification in the Gazette, add to, vary or amend the matters referred to in subsection (6) and that notification may contain such transitional provisions as may appear to the Minister to be necessary or expedient.
(8) In this section, “company” includes a corporation and a foreign company but does not include a partnership or association to which Division 1 of Part 10 of the Insolvency, Restructuring and Dissolution Act 2018 applies.[40/2018]
(9) In the case of a person who is or has been a director of a company which has gone into liquidation and is being wound up by the Court, an application under this section is to be made by the Official Receiver but in any other case an application is to be made by the Minister.
(9A) On a hearing of an application under this section —(a)
the Minister or the Official Receiver (as the case may be) must appear and call the attention of the Court to any matter which appears to him or her to be relevant (and for this purpose the Minister may be represented) and may give evidence or call witnesses; and
(b)
the person against whom an order is sought may appear and himself or herself give evidence or call witnesses.
(10) This section does not apply unless the company mentioned in subsection (2)(b) has gone into insolvent liquidation on or after 15 August 1984 and the conduct to which the Court is to have regard does not include conduct as a director of a company that has gone into liquidation before that date.
(11) A person who acts as judicial manager, receiver or receiver manager shall not be liable to have a disqualification order made against the person in respect of acts done in the person’s capacity as judicial manager, receiver or receiver manager, as the case may be.
(12) Any person who acts in contravention of a disqualification order made under this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
(13) Nothing in this section prevents a person who is disqualified pursuant to an order made under subsection (1) from applying for permission of the Court to be concerned in or take part in the management of a company.[Act 25 of 2021 wef 01/04/2022]
(14) On the hearing of an application made under subsection (13) or (15), the Minister or the Official Receiver must appear (and for this purpose the Minister may be represented) and call attention of the Court to any matter which appears to him or her to be relevant to the application and may himself or herself give evidence or call witnesses.
(15) Any right to apply for permission of the Court to be concerned or take part in the management of a company that was subsisting immediately before 23 March 1990 is, after that date, to be treated as subsisting by virtue of the corresponding provision made under this section.[Act 25 of 2021 wef 01/04/2022]
Disqualification of directors of companies wound up on grounds of national security or interest
149A.—(1) Subject to subsections (2) and (3), where a company is ordered to be wound up by the Court under section 125(1)(n) of the Insolvency, Restructuring and Dissolution Act 2018 on the ground that it is being used for purposes against national security or interest, the Court may, on the application of the Minister, make an order (called in this section a disqualification order) disqualifying any person who is a director of that company from being a director or in any way, directly or indirectly, being concerned in, or from taking part in, the management of any company or foreign company for a period of 3 years from the date of the making of the winding up order.[40/2018]
(2) The Court must not make a disqualification order against any person under subsection (1) unless the Court is satisfied that the person against whom the order is sought has been given not less than 14 days’ notice of the Minister’s application for the order.
(3) The Court must not make a disqualification order against any person under subsection (1) if such person proves to the satisfaction of the Court that —(a)
the company had been used for purposes against national security or interest without his or her consent or connivance; and
(b)
he or she had exercised such diligence to prevent the company from being so used as he or she ought to have exercised having regard to the nature of his or her function in that capacity and to all the circumstances.
(4) Any person who acts in contravention of a disqualification order made under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
(5) In this section, “foreign company” means a foreign company to which Division 2 of Part 11 applies.
—(1) Subject to subsections (2) and (3), where a company is ordered to be wound up by the Court under section 125(1)(n) of the Insolvency, Restructuring and Dissolution Act 2018 on the ground that it is being used for purposes against national security or interest, the Court may, on the application of the Minister, make an order (called in this section a disqualification order) disqualifying any person who is a director of that company from being a director or in any way, directly or indirectly, being concerned in, or from taking part in, the management of any company or foreign company for a period of 3 years from the date of the making of the winding up order.[40/2018]
(2) The Court must not make a disqualification order against any person under subsection (1) unless the Court is satisfied that the person against whom the order is sought has been given not less than 14 days’ notice of the Minister’s application for the order.
(3) The Court must not make a disqualification order against any person under subsection (1) if such person proves to the satisfaction of the Court that —(a)
the company had been used for purposes against national security or interest without his or her consent or connivance; and
(b)
he or she had exercised such diligence to prevent the company from being so used as he or she ought to have exercised having regard to the nature of his or her function in that capacity and to all the circumstances.
(4) Any person who acts in contravention of a disqualification order made under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
(5) In this section, “foreign company” means a foreign company to which Division 2 of Part 11 applies.
Appointment of directors by ordinary resolution
149B. Unless the constitution otherwise provides, a company may appoint a director by ordinary resolution passed at a general meeting.[36/2014]
Appointment of directors to be voted on individually
150.—(1) At a general meeting of a public company, a motion for the appointment of 2 or more persons as directors by a single resolution must not be made unless a resolution that it may be so made has first been agreed to by the meeting without any vote being given against it.(2) A resolution passed pursuant to a motion made in contravention of this section is void, whether or not its being so moved was objected to at the time.
(3) Where a resolution pursuant to a motion made in contravention of this section is passed, no provision for the automatic re‑appointment of retiring directors in default of another appointment is to apply.
(4) For the purposes of this section, a motion for approving a person’s appointment or for nominating a person for appointment is to be treated as a motion for the person’s appointment.
(5) Nothing in this section —(a)
applies to a resolution altering the company’s constitution;
(b)
prevents the election of 2 or more directors by ballot or poll.[36/2014]
—(1) At a general meeting of a public company, a motion for the appointment of 2 or more persons as directors by a single resolution must not be made unless a resolution that it may be so made has first been agreed to by the meeting without any vote being given against it.
(2) A resolution passed pursuant to a motion made in contravention of this section is void, whether or not its being so moved was objected to at the time.
(3) Where a resolution pursuant to a motion made in contravention of this section is passed, no provision for the automatic re‑appointment of retiring directors in default of another appointment is to apply.
(4) For the purposes of this section, a motion for approving a person’s appointment or for nominating a person for appointment is to be treated as a motion for the person’s appointment.
(5) Nothing in this section —(a)
applies to a resolution altering the company’s constitution;
(b)
prevents the election of 2 or more directors by ballot or poll.[36/2014]
Validity of acts of directors and officers
151. The acts of a director or chief executive officer or secretary are valid despite any defect that may afterwards be discovered in his or her appointment or qualification.[36/2014]
Removal of directors
152.—(1) A public company may by ordinary resolution remove a director before the expiration of his or her period of office, despite anything in its constitution or in any agreement between it and the director but where any director so removed was appointed to represent the interests of any particular class of shareholders or debenture holders the resolution to remove the director does not take effect until the director’s successor has been appointed.[36/2014]
(2) Special notice is required of any resolution to remove a director of a public company under subsection (1) or to appoint some person in place of a director so removed at the meeting at which the director is removed, and on receipt of notice of an intended resolution to remove a director under subsection (1) the company must immediately send a copy thereof to the director concerned, and the director, whether or not he or she is a member of the company, is entitled to be heard on the resolution at the meeting.[36/2014]
(3) Where notice is given pursuant to subsection (2) and the director concerned makes with respect thereto representations in writing to the public company, not exceeding a reasonable length, and requests their notification to members of the company, the company must, unless the representations are received by it too late for it to do so —(a)
in any notice of the resolution given to members of the company state the fact of the representations having been made; and
(b)
send a copy of the representations to every member of the company to whom notice of the meeting is sent, whether before or after receipt of the representations by the company,
and if a copy of the representations is not so sent because they were received too late or because of the company’s default the director may, without affecting the director’s right to be heard orally, require that the representations must be read out at the meeting.
[36/2014]
(4) Despite subsections (1), (2) and (3), copies of the representations need not be sent out and the representations need not be read out at the meeting if, on the application either of the public company or of any other person who claims to be aggrieved, the Court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter and the Court may order the company’s costs on an application under this section to be paid in whole or in part by the director, even though the director is not a party to the application.[36/2014]
(5) A vacancy created by the removal of a director of a public company under this section, if not filled at the meeting at which the director is removed, may be filled as a casual vacancy.[36/2014]
(6) A person appointed director of a public company in place of a person removed under this section is to be treated, for the purpose of determining the time at which he or she or any other director is to retire, as if he or she had become a director on the day on which the person in whose place he or she is appointed was last appointed a director.[36/2014]
(7) Nothing in subsections (1) to (6) is to be taken as depriving a person removed as a director of a public company thereunder of compensation or damages payable to him or her in respect of the termination of his or her appointment as director or of any appointment terminating with that as director or as derogating from any power to remove a director which may exist apart from this section.[36/2014]
(8) A director of a public company must not be removed by, or be required to vacate his or her office by reason of, any resolution, request or notice of the directors or any of them despite anything in the constitution or any agreement.[36/2014]
(9) Subject to any provision to the contrary in the constitution, a private company may by ordinary resolution remove a director before the expiration of his or her period of office despite anything in any agreement between the private company and the director.[36/2014]
—(1) A public company may by ordinary resolution remove a director before the expiration of his or her period of office, despite anything in its constitution or in any agreement between it and the director but where any director so removed was appointed to represent the interests of any particular class of shareholders or debenture holders the resolution to remove the director does not take effect until the director’s successor has been appointed.[36/2014]
(2) Special notice is required of any resolution to remove a director of a public company under subsection (1) or to appoint some person in place of a director so removed at the meeting at which the director is removed, and on receipt of notice of an intended resolution to remove a director under subsection (1) the company must immediately send a copy thereof to the director concerned, and the director, whether or not he or she is a member of the company, is entitled to be heard on the resolution at the meeting.[36/2014]
(3) Where notice is given pursuant to subsection (2) and the director concerned makes with respect thereto representations in writing to the public company, not exceeding a reasonable length, and requests their notification to members of the company, the company must, unless the representations are received by it too late for it to do so —(a)
in any notice of the resolution given to members of the company state the fact of the representations having been made; and
(b)
send a copy of the representations to every member of the company to whom notice of the meeting is sent, whether before or after receipt of the representations by the company,
and if a copy of the representations is not so sent because they were received too late or because of the company’s default the director may, without affecting the director’s right to be heard orally, require that the representations must be read out at the meeting.
[36/2014]
(4) Despite subsections (1), (2) and (3), copies of the representations need not be sent out and the representations need not be read out at the meeting if, on the application either of the public company or of any other person who claims to be aggrieved, the Court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter and the Court may order the company’s costs on an application under this section to be paid in whole or in part by the director, even though the director is not a party to the application.[36/2014]
(5) A vacancy created by the removal of a director of a public company under this section, if not filled at the meeting at which the director is removed, may be filled as a casual vacancy.[36/2014]
(6) A person appointed director of a public company in place of a person removed under this section is to be treated, for the purpose of determining the time at which he or she or any other director is to retire, as if he or she had become a director on the day on which the person in whose place he or she is appointed was last appointed a director.[36/2014]
(7) Nothing in subsections (1) to (6) is to be taken as depriving a person removed as a director of a public company thereunder of compensation or damages payable to him or her in respect of the termination of his or her appointment as director or of any appointment terminating with that as director or as derogating from any power to remove a director which may exist apart from this section.[36/2014]
(8) A director of a public company must not be removed by, or be required to vacate his or her office by reason of, any resolution, request or notice of the directors or any of them despite anything in the constitution or any agreement.[36/2014]
(9) Subject to any provision to the contrary in the constitution, a private company may by ordinary resolution remove a director before the expiration of his or her period of office despite anything in any agreement between the private company and the director.[36/2014]
Disqualification to act as director on conviction of certain offences
154.—(1) A person is subject to the disqualifications provided in subsection (3) if —(a)
the person is convicted of any of the following offences:(i)
any offence, whether in Singapore or elsewhere, involving fraud or dishonesty punishable with imprisonment for 3 months or more;
(ii)
any offence under Part 12 of the Securities and Futures Act 2001, where the conviction was on or after 1 July 2015;[Act 24 of 2025 wef 06/05/2026]
(iii)
an offence under section 50, 51, 53, 54, 55 or 55A of the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992, where the conviction is on or after the date of commencement of section 56 of the Corporate and Accounting Laws (Amendment) Act 2025; or[Act 24 of 2025 wef 06/05/2026]
(b)
the person is subject to the imposition of a civil penalty under section 232 of the Securities and Futures Act 2001 on or after 1 July 2015.[36/2014; 15/2017]
(2) The court may, in addition to any other sentence imposed, make a disqualification order against any person who is convicted in Singapore of any of the following offences:(a)
any offence in connection with the formation or management of a corporation;
(b)
any offence under section 157 or 396B;
(c)
any offence under section 237 or 239 of the Insolvency, Restructuring and Dissolution Act 2018.[40/2018]
(3) Subject to any permission which the Court may give pursuant to an application under subsection (6), a person who —(a)
is disqualified under subsection (1); or
(b)
has had a disqualification order made against him or her under subsection (2),
must not act as a director, or take part (whether directly or indirectly) in the management of a company, or of a foreign company to which Division 2 of Part 11 applies, during the period of the disqualification or disqualification order.
[36/2014]
[Act 25 of 2021 wef 01/04/2022]
(4) The disqualifications in subsection (3) —(a)
in a case where the disqualified person has been convicted of any offence mentioned in subsection (1) or (2) but has not been sentenced to imprisonment — take effect upon conviction and continue for a period of 5 years or for such shorter period as the court may order under subsection (2);
(b)
in a case where the disqualified person has been convicted of any offence mentioned in subsection (1) or (2) and has been sentenced to imprisonment — take effect upon conviction and continue for a period of 5 years after his or her release from prison; or
(c)
in a case where the disqualified person is subject, on or after 1 July 2015, to the imposition of a civil penalty under section 232 of the Securities and Futures Act 2001 — take effect upon the imposition of the civil penalty and continue for a period of 5 years after the imposition of the civil penalty.[36/2014; 15/2017]
(5) A person who contravenes subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.[36/2014]
(6) A person who —(a)
is disqualified under subsection (1); or
(b)
has had a disqualification order made against him or her under subsection (2),
may apply to the Court for permission to act as a director, or to take part (whether directly or indirectly) in the management of a company, or of a foreign company to which Division 2 of Part 11 applies, during the period of the disqualification or disqualification order, upon giving the Minister not less than 14 days’ notice of his or her intention to apply for such permission.
[36/2014]
[Act 25 of 2021 wef 01/04/2022]
(7) On the hearing of any application under subsection (6), the Minister may be represented at the hearing and may oppose the granting of the application.[36/2014]
(8) Without affecting section 409, a District Court may make a disqualification order under this section.
(9) Any right to apply for permission of the Court to be a director or promoter or to be concerned or take part in the management of a company that was subsisting immediately before 12 November 1993 is on or after that date to be treated as subsisting by virtue of the corresponding provision made under this section.[Act 25 of 2021 wef 01/04/2022]
—(1) A person is subject to the disqualifications provided in subsection (3) if —(a)
the person is convicted of any of the following offences:(i)
any offence, whether in Singapore or elsewhere, involving fraud or dishonesty punishable with imprisonment for 3 months or more;
(ii)
any offence under Part 12 of the Securities and Futures Act 2001, where the conviction was on or after 1 July 2015;[Act 24 of 2025 wef 06/05/2026]
(iii)
an offence under section 50, 51, 53, 54, 55 or 55A of the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992, where the conviction is on or after the date of commencement of section 56 of the Corporate and Accounting Laws (Amendment) Act 2025; or[Act 24 of 2025 wef 06/05/2026]
(b)
the person is subject to the imposition of a civil penalty under section 232 of the Securities and Futures Act 2001 on or after 1 July 2015.[36/2014; 15/2017]
(2) The court may, in addition to any other sentence imposed, make a disqualification order against any person who is convicted in Singapore of any of the following offences:(a)
any offence in connection with the formation or management of a corporation;
(b)
any offence under section 157 or 396B;
(c)
any offence under section 237 or 239 of the Insolvency, Restructuring and Dissolution Act 2018.[40/2018]
(3) Subject to any permission which the Court may give pursuant to an application under subsection (6), a person who —(a)
is disqualified under subsection (1); or
(b)
has had a disqualification order made against him or her under subsection (2),
must not act as a director, or take part (whether directly or indirectly) in the management of a company, or of a foreign company to which Division 2 of Part 11 applies, during the period of the disqualification or disqualification order.
[36/2014]
[Act 25 of 2021 wef 01/04/2022]
(4) The disqualifications in subsection (3) —(a)
in a case where the disqualified person has been convicted of any offence mentioned in subsection (1) or (2) but has not been sentenced to imprisonment — take effect upon conviction and continue for a period of 5 years or for such shorter period as the court may order under subsection (2);
(b)
in a case where the disqualified person has been convicted of any offence mentioned in subsection (1) or (2) and has been sentenced to imprisonment — take effect upon conviction and continue for a period of 5 years after his or her release from prison; or
(c)
in a case where the disqualified person is subject, on or after 1 July 2015, to the imposition of a civil penalty under section 232 of the Securities and Futures Act 2001 — take effect upon the imposition of the civil penalty and continue for a period of 5 years after the imposition of the civil penalty.[36/2014; 15/2017]
(5) A person who contravenes subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.[36/2014]
(6) A person who —(a)
is disqualified under subsection (1); or
(b)
has had a disqualification order made against him or her under subsection (2),
may apply to the Court for permission to act as a director, or to take part (whether directly or indirectly) in the management of a company, or of a foreign company to which Division 2 of Part 11 applies, during the period of the disqualification or disqualification order, upon giving the Minister not less than 14 days’ notice of his or her intention to apply for such permission.
[36/2014]
[Act 25 of 2021 wef 01/04/2022]
(7) On the hearing of any application under subsection (6), the Minister may be represented at the hearing and may oppose the granting of the application.[36/2014]
(8) Without affecting section 409, a District Court may make a disqualification order under this section.
(9) Any right to apply for permission of the Court to be a director or promoter or to be concerned or take part in the management of a company that was subsisting immediately before 12 November 1993 is on or after that date to be treated as subsisting by virtue of the corresponding provision made under this section.[Act 25 of 2021 wef 01/04/2022]
Disqualification for persistent default in relation to delivery of documents to Registrar
155.—(1) Where a person has been persistently in default in relation to relevant requirements of this Act and that person, within a period of 5 years after the person has last been adjudged guilty of any offence or has had made against the person an order under section 13 or 399 in relation to any such relevant requirements of this Act, without the permission of the Court, is a director or promoter of, or is in any way directly or indirectly concerned or takes part in the management of a company, that person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.[Act 25 of 2021 wef 01/04/2022]
(2) Any provision of this Act which requires any return, account or other document to be filed with, delivered or sent, or notice of any matter to be given, to the Registrar is a relevant requirement of this Act for the purposes of this section.
(3) For the purposes of this section, the fact that a person has been persistently in default in relation to relevant requirements of this Act may, subject to subsection (8), be conclusively proved by showing that, within a period of 5 years, the person has been adjudged guilty of 3 or more offences in relation to any such requirements or has had 3 or more orders made against the person under section 13 or 399 in relation to those requirements.
(4) A person is to be treated as being adjudged guilty of 3 or more offences in relation to any such relevant requirements of this Act for the purpose of subsection (3) if the person is convicted of any 3 or more offences by virtue of any contravention of, or failure to comply with, any such requirements (whether on the person’s own part or on the part of any company).
(5) For the purpose of this section, a conviction for an offence under section 154(2)(a) is not to be treated as an offence in relation to a relevant requirement of this Act.
(6) Where a person has had a third or subsequent order made against the person under section 13 or 399 and by virtue of the operation of this section that person is disqualified from being a director or promoter of or from being in any way directly or indirectly concerned or taking part in the management of a company, nothing in this section is to be construed as preventing that person from complying with the order of the Court and for this purpose that person is deemed to have the same status, powers and duties as that person had at the time the act, matter or thing should have been done.
(7) For the purpose of this section, a certificate of the Registrar stating that a person has been adjudged guilty of 3 or more offences or has had made against the person 3 or more orders under section 13 or 399 in relation to the requirements of this Act shall in all courts be received as prima facie evidence of the facts stated therein.
(8) No account is to be taken for the purposes of this section of any offence which was committed or, in the case of a continuing offence, began before 15 May 1984.
(9) A person intending to apply for permission of the Court under this section must give to the Minister not less than 14 days’ notice of the person’s intention so to apply.[Act 25 of 2021 wef 01/04/2022]
(10) On the hearing of any application under this section, the Minister may be represented and may oppose the granting of the application.
(11) In this section, company includes an unregistered company within the meaning of section 245(1) of the Insolvency, Restructuring and Dissolution Act 2018.[40/2018]
—(1) Where a person has been persistently in default in relation to relevant requirements of this Act and that person, within a period of 5 years after the person has last been adjudged guilty of any offence or has had made against the person an order under section 13 or 399 in relation to any such relevant requirements of this Act, without the permission of the Court, is a director or promoter of, or is in any way directly or indirectly concerned or takes part in the management of a company, that person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.[Act 25 of 2021 wef 01/04/2022]
(2) Any provision of this Act which requires any return, account or other document to be filed with, delivered or sent, or notice of any matter to be given, to the Registrar is a relevant requirement of this Act for the purposes of this section.
(3) For the purposes of this section, the fact that a person has been persistently in default in relation to relevant requirements of this Act may, subject to subsection (8), be conclusively proved by showing that, within a period of 5 years, the person has been adjudged guilty of 3 or more offences in relation to any such requirements or has had 3 or more orders made against the person under section 13 or 399 in relation to those requirements.
(4) A person is to be treated as being adjudged guilty of 3 or more offences in relation to any such relevant requirements of this Act for the purpose of subsection (3) if the person is convicted of any 3 or more offences by virtue of any contravention of, or failure to comply with, any such requirements (whether on the person’s own part or on the part of any company).
(5) For the purpose of this section, a conviction for an offence under section 154(2)(a) is not to be treated as an offence in relation to a relevant requirement of this Act.
(6) Where a person has had a third or subsequent order made against the person under section 13 or 399 and by virtue of the operation of this section that person is disqualified from being a director or promoter of or from being in any way directly or indirectly concerned or taking part in the management of a company, nothing in this section is to be construed as preventing that person from complying with the order of the Court and for this purpose that person is deemed to have the same status, powers and duties as that person had at the time the act, matter or thing should have been done.
(7) For the purpose of this section, a certificate of the Registrar stating that a person has been adjudged guilty of 3 or more offences or has had made against the person 3 or more orders under section 13 or 399 in relation to the requirements of this Act shall in all courts be received as prima facie evidence of the facts stated therein.
(8) No account is to be taken for the purposes of this section of any offence which was committed or, in the case of a continuing offence, began before 15 May 1984.
(9) A person intending to apply for permission of the Court under this section must give to the Minister not less than 14 days’ notice of the person’s intention so to apply.[Act 25 of 2021 wef 01/04/2022]
(10) On the hearing of any application under this section, the Minister may be represented and may oppose the granting of the application.
(11) In this section, company includes an unregistered company within the meaning of section 245(1) of the Insolvency, Restructuring and Dissolution Act 2018.[40/2018]
Disqualification for being director in not less than 3 companies which were struck off within 5‑year period
155A.—(1) A person who —(a)
had been a director of 3 or more companies which names had been struck off the register under section 344(4) read with section 344(1) within a period of 5 years; and
(b)
was, at the time the name of each company mentioned in paragraph (a) was struck off the register under section 344(4) read with section 344(1), a director of the company,
must not act as director of, or in any way (whether directly or indirectly) take part in or be concerned in the management of, any company or any foreign company to which Division 2 of Part 11 applies for the period specified in subsection (1A).
[Act 17 of 2023 wef 01/07/2023]
(1A) The period mentioned in subsection (1) is —(a)
where the person had previously been disqualified under this section (whether before, on or after the date of commencement of section 5 of the Companies, Business Trusts and Other Bodies (Miscellaneous Amendments) Act 2023) from acting as director of, or taking part in or being concerned in the management of, any company or any foreign company to which Division 2 of Part 11 applies, 5 years after the date on which the name (or names) of the last of the companies mentioned in subsection (1)(a) was (or were) struck off the register; or
(b)
in any other case, 3 years after the date on which the name (or names) of the last of the companies mentioned in subsection (1)(a) was (or were) struck off the register.[Act 17 of 2023 wef 01/07/2023]
(2) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.[36/2014]
(3) A person who is subject to a disqualification under subsection (1) may apply for permission to act as director of, or to take part in or be concerned in the management of, a company or a foreign company to which Division 2 of Part 11 applies during the period of disqualification to —(a)
the Registrar; or
(b)
the Court, upon giving the Minister not less than 14 days’ notice of the person’s intention to apply for such permission.[Act 17 of 2023 wef 01/07/2023]
(3A) An application under subsection (3)(b) cannot be made if an application has been made to the Registrar under subsection (3)(a) and the decision of the Registrar on the application is pending.[Act 17 of 2023 wef 01/07/2023]
(3B) An application under subsection (3)(a) may be granted by the Registrar if the Registrar, having regard to such considerations as may be prescribed, thinks fit to do so.[Act 17 of 2023 wef 01/07/2023]
(3C) An application under subsection (3)(b) may be granted by the Court if the Court thinks fit to do so.[Act 17 of 2023 wef 01/07/2023]
(4) On the hearing of any application under this section, the Minister may be represented at the hearing and may oppose the granting of the application.[36/2014]
(5) [Deleted by Act 17 of 2023 wef 01/07/2023]
—(1) A person who —(a)
had been a director of 3 or more companies which names had been struck off the register under section 344(4) read with section 344(1) within a period of 5 years; and
(b)
was, at the time the name of each company mentioned in paragraph (a) was struck off the register under section 344(4) read with section 344(1), a director of the company,
must not act as director of, or in any way (whether directly or indirectly) take part in or be concerned in the management of, any company or any foreign company to which Division 2 of Part 11 applies for the period specified in subsection (1A).
[Act 17 of 2023 wef 01/07/2023]
(1A) The period mentioned in subsection (1) is —(a)
where the person had previously been disqualified under this section (whether before, on or after the date of commencement of section 5 of the Companies, Business Trusts and Other Bodies (Miscellaneous Amendments) Act 2023) from acting as director of, or taking part in or being concerned in the management of, any company or any foreign company to which Division 2 of Part 11 applies, 5 years after the date on which the name (or names) of the last of the companies mentioned in subsection (1)(a) was (or were) struck off the register; or
(b)
in any other case, 3 years after the date on which the name (or names) of the last of the companies mentioned in subsection (1)(a) was (or were) struck off the register.[Act 17 of 2023 wef 01/07/2023]
(2) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.[36/2014]
(3) A person who is subject to a disqualification under subsection (1) may apply for permission to act as director of, or to take part in or be concerned in the management of, a company or a foreign company to which Division 2 of Part 11 applies during the period of disqualification to —(a)
the Registrar; or
(b)
the Court, upon giving the Minister not less than 14 days’ notice of the person’s intention to apply for such permission.[Act 17 of 2023 wef 01/07/2023]
(3A) An application under subsection (3)(b) cannot be made if an application has been made to the Registrar under subsection (3)(a) and the decision of the Registrar on the application is pending.[Act 17 of 2023 wef 01/07/2023]
(3B) An application under subsection (3)(a) may be granted by the Registrar if the Registrar, having regard to such considerations as may be prescribed, thinks fit to do so.[Act 17 of 2023 wef 01/07/2023]
(3C) An application under subsection (3)(b) may be granted by the Court if the Court thinks fit to do so.[Act 17 of 2023 wef 01/07/2023]
(4) On the hearing of any application under this section, the Minister may be represented at the hearing and may oppose the granting of the application.[36/2014]
(5) [Deleted by Act 17 of 2023 wef 01/07/2023]
Debarment for default of relevant requirement of this Act
155B.—(1) Where the Registrar is satisfied that a company is in default in relation to a relevant requirement of this Act, the Registrar may make a debarment order against any person who, at the time the order is made, is a director or secretary of the company.[36/2014]
(2) Subject to subsection (3), a person who has a debarment order made against him or her must not —(a)
except in respect of a company of which the person is a director immediately before the order was made — act as director of any company; or
(b)
except in respect of a company of which the person is a secretary immediately before the order was made — act as secretary of any company.[36/2014]
(3) The debarment order applies from the date that the order is made and continues in force until the Registrar cancels or suspends the order.[36/2014]
(4) The Registrar may, upon the application of a person who has a debarment order made against the person or on the Registrar’s own accord, cancel or suspend such debarment order where the default in relation to the relevant requirements of this Act as at the time the debarment order is made has been rectified or on such other ground as may be prescribed, subject to such conditions as the Registrar may impose.[36/2014]
(5) Where the Registrar imposes conditions on the suspension of a debarment order under subsection (4), the suspension of the debarment order operates so long as that person fulfils and continues to fulfil all such conditions imposed by the Registrar.[36/2014]
(6) The Registrar must not make a debarment order under subsection (1) —(a)
unless the default in relation to a relevant requirement of this Act has persisted for a continuous period of 3 months or more and the person was a director or secretary of the company during that period; and
(b)
unless the Registrar has, not less than 14 days before the order is made, sent the director or secretary concerned a notice of the Registrar’s intention to make a debarment order under subsection (1) specifying the default in relation to the relevant requirement of this Act for which the debarment order is proposed to be made and giving the director or secretary an opportunity to show cause why the debarment order should not be made.[36/2014]
(7) The Registrar must, in determining whether to make a debarment order, consider any representation from the director or secretary made pursuant to the notice under subsection (6)(b).[36/2014]
(8) Any person who is aggrieved by a debarment order made under subsection (1), or the Registrar’s refusal to cancel or suspend a debarment order under subsection (4), may appeal to the Minister.[36/2014]
(9) An appeal under subsection (8) does not suspend the effect of the debarment order.[36/2014]
(10) Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.[36/2014]
(11) The Registrar may from time to time prepare and publish, in such form and manner as the Registrar may decide, the names and particulars of the persons against whom a debarment order has been made and which continues in force.[36/2014]
(12) In this section —“debarment order” means a debarment order made under subsection (1);
“relevant requirement of this Act” has the meaning given by section 155(2);
“secretary” means a secretary of the company appointed under section 171.[36/2014]
—(1) Where the Registrar is satisfied that a company is in default in relation to a relevant requirement of this Act, the Registrar may make a debarment order against any person who, at the time the order is made, is a director or secretary of the company.[36/2014]
(2) Subject to subsection (3), a person who has a debarment order made against him or her must not —(a)
except in respect of a company of which the person is a director immediately before the order was made — act as director of any company; or
(b)
except in respect of a company of which the person is a secretary immediately before the order was made — act as secretary of any company.[36/2014]
(3) The debarment order applies from the date that the order is made and continues in force until the Registrar cancels or suspends the order.[36/2014]
(4) The Registrar may, upon the application of a person who has a debarment order made against the person or on the Registrar’s own accord, cancel or suspend such debarment order where the default in relation to the relevant requirements of this Act as at the time the debarment order is made has been rectified or on such other ground as may be prescribed, subject to such conditions as the Registrar may impose.[36/2014]
(5) Where the Registrar imposes conditions on the suspension of a debarment order under subsection (4), the suspension of the debarment order operates so long as that person fulfils and continues to fulfil all such conditions imposed by the Registrar.[36/2014]
(6) The Registrar must not make a debarment order under subsection (1) —(a)
unless the default in relation to a relevant requirement of this Act has persisted for a continuous period of 3 months or more and the person was a director or secretary of the company during that period; and
(b)
unless the Registrar has, not less than 14 days before the order is made, sent the director or secretary concerned a notice of the Registrar’s intention to make a debarment order under subsection (1) specifying the default in relation to the relevant requirement of this Act for which the debarment order is proposed to be made and giving the director or secretary an opportunity to show cause why the debarment order should not be made.[36/2014]
(7) The Registrar must, in determining whether to make a debarment order, consider any representation from the director or secretary made pursuant to the notice under subsection (6)(b).[36/2014]
(8) Any person who is aggrieved by a debarment order made under subsection (1), or the Registrar’s refusal to cancel or suspend a debarment order under subsection (4), may appeal to the Minister.[36/2014]
(9) An appeal under subsection (8) does not suspend the effect of the debarment order.[36/2014]
(10) Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.[36/2014]
(11) The Registrar may from time to time prepare and publish, in such form and manner as the Registrar may decide, the names and particulars of the persons against whom a debarment order has been made and which continues in force.[36/2014]
(12) In this section —“debarment order” means a debarment order made under subsection (1);
“relevant requirement of this Act” has the meaning given by section 155(2);
“secretary” means a secretary of the company appointed under section 171.[36/2014]
Disqualification under Limited Liability Partnerships Act 2005
155C.—(1) Subject to any permission which the Court may give pursuant to an application under subsection (3), a person who is subject to a disqualification or disqualification order under section 59, 60 or 61 of the Limited Liability Partnerships Act 2005 must not act as director of, or in any way (whether directly or indirectly) take part in or be concerned in the management of, any company or any foreign company to which Division 2 of Part 11 applies during the period of disqualification or disqualification order.[36/2014]
[Act 25 of 2021 wef 01/04/2022]
(2) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.[36/2014]
(3) A person who is subject to a disqualification or disqualification order under section 59 or 61 of the Limited Liability Partnerships Act 2005 may apply to the Court for permission to act as director of, or to take part in or be concerned in the management of, a company or a foreign company to which Division 2 of Part 11 applies during the period of disqualification or disqualification order, upon giving the Minister not less than 14 days’ notice of the person’s intention to apply for such permission.[36/2014]
[Act 25 of 2021 wef 01/04/2022]
(4) On the hearing of any application under subsection (3), the Minister may be represented at the hearing and may oppose the granting of the application.[36/2014]
—(1) Subject to any permission which the Court may give pursuant to an application under subsection (3), a person who is subject to a disqualification or disqualification order under section 59, 60 or 61 of the Limited Liability Partnerships Act 2005 must not act as director of, or in any way (whether directly or indirectly) take part in or be concerned in the management of, any company or any foreign company to which Division 2 of Part 11 applies during the period of disqualification or disqualification order.[36/2014]
[Act 25 of 2021 wef 01/04/2022]
(2) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.[36/2014]
(3) A person who is subject to a disqualification or disqualification order under section 59 or 61 of the Limited Liability Partnerships Act 2005 may apply to the Court for permission to act as director of, or to take part in or be concerned in the management of, a company or a foreign company to which Division 2 of Part 11 applies during the period of disqualification or disqualification order, upon giving the Minister not less than 14 days’ notice of the person’s intention to apply for such permission.[36/2014]
[Act 25 of 2021 wef 01/04/2022]
(4) On the hearing of any application under subsection (3), the Minister may be represented at the hearing and may oppose the granting of the application.[36/2014]
Disqualification under VCC Act
155D.—(1) Subject to any permission which the Court may give pursuant to an application under subsection (3), a person who is subject to a disqualification or disqualification order under section 56, 57, 58, 59 or 60 of the VCC Act must not act as director of, or in any way (whether directly or indirectly) take part in or be concerned in the management of, any company or any foreign company to which Division 2 of Part 11 applies during the period of the disqualification or disqualification order.[44/2018; 28/2019]
[Act 25 of 2021 wef 01/04/2022]
(2) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.[44/2018]
(3) A person who is subject to a disqualification or disqualification order mentioned in sections 56, 58, 59 and 60 of the VCC Act may apply to the Court for permission to act as director of, or to take part in or be concerned in the management of, a company or a foreign company to which Division 2 of Part 11 applies during the period of the disqualification or disqualification order, upon giving the Minister not less than 14 days’ notice of the person’s intention to apply for such permission.[44/2018; 28/2019]
[Act 25 of 2021 wef 01/04/2022]
(4) On the hearing of any application under subsection (3), the Minister may be represented at the hearing and may oppose the granting of the application.[44/2018]
—(1) Subject to any permission which the Court may give pursuant to an application under subsection (3), a person who is subject to a disqualification or disqualification order under section 56, 57, 58, 59 or 60 of the VCC Act must not act as director of, or in any way (whether directly or indirectly) take part in or be concerned in the management of, any company or any foreign company to which Division 2 of Part 11 applies during the period of the disqualification or disqualification order.[44/2018; 28/2019]
[Act 25 of 2021 wef 01/04/2022]
(2) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.[44/2018]
(3) A person who is subject to a disqualification or disqualification order mentioned in sections 56, 58, 59 and 60 of the VCC Act may apply to the Court for permission to act as director of, or to take part in or be concerned in the management of, a company or a foreign company to which Division 2 of Part 11 applies during the period of the disqualification or disqualification order, upon giving the Minister not less than 14 days’ notice of the person’s intention to apply for such permission.[44/2018; 28/2019]
[Act 25 of 2021 wef 01/04/2022]
(4) On the hearing of any application under subsection (3), the Minister may be represented at the hearing and may oppose the granting of the application.[44/2018]
Debarment under VCC Act
155E.—(1) A person who has a debarment order made against him or her under section 59 of the VCC Act must not —(a)
except in respect of a company of which the person is a director immediately before the order was made — act as director of any company; or
(b)
except in respect of a company of which the person is a secretary immediately before the order was made — act as secretary of any company.[28/2019]
(2) Subsection (1) applies from the date that the debarment order is made until such time as the Registrar cancels or suspends the order.[28/2019]
(3) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.[28/2019]
—(1) A person who has a debarment order made against him or her under section 59 of the VCC Act must not —(a)
except in respect of a company of which the person is a director immediately before the order was made — act as director of any company; or
(b)
except in respect of a company of which the person is a secretary immediately before the order was made — act as secretary of any company.[28/2019]
(2) Subsection (1) applies from the date that the debarment order is made until such time as the Registrar cancels or suspends the order.[28/2019]
(3) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.[28/2019]
Disclosure of interests in transactions, property, offices, etc.
156.—(1) Subject to this section, every director or chief executive officer of a company who is in any way, whether directly or indirectly, interested in a transaction or proposed transaction with the company must as soon as is practicable after the relevant facts have come to his or her knowledge —(a)
declare the nature of his or her interest at a meeting of the directors of the company; or
(b)
send a written notice to the company containing details on the nature, character and extent of his or her interest in the transaction or proposed transaction with the company.[36/2014]
(2) A notice under subsection (1)(b) must be given as soon as is practicable after —(a)
the date on which the director or chief executive officer became a director or chief executive officer (as the case may be); or
(b)
(if already a director or chief executive officer, as the case may be) the date on which the director or chief executive officer became, directly or indirectly, interested in a transaction or proposed transaction with the company,
as the case requires.
[36/2014]
(3) The requirements of subsection (1) do not apply in any case where the interest of the director or chief executive officer (as the case may be) consists only of being a member or creditor of a corporation which is interested in a transaction or proposed transaction with the firstmentioned company if the interest of the director or chief executive officer (as the case may be) may properly be regarded as not being a material interest.[36/2014]
(4) A director or chief executive officer of a company is not deemed to be interested or to have been at any time interested in any transaction or proposed transaction by reason only —(a)
in the case where the transaction or proposed transaction relates to any loan to the company — that he or she has guaranteed or joined in guaranteeing the repayment of the loan or any part of the loan; or
(b)
in the case where the transaction or proposed transaction has been or will be made with or for the benefit of or on behalf of a corporation which by virtue of section 6 is deemed to be related to the company — that he or she is a director or chief executive officer (as the case may be) of that corporation,
and this subsection has effect not only for the purposes of this Act but also for the purposes of any other law, but does not affect the operation of any provision in the constitution of the company.
[36/2014]
(5) A declaration given by a director or chief executive officer under subsection (1)(a), or a written notice given by a director or chief executive officer under subsection (1)(b), is to be treated as a sufficient declaration or written notice under those provisions in relation to a transaction or proposed transaction if —(a)
in the case of a declaration, the declaration is given at a meeting of the directors or the director or chief executive officer (as the case may be) takes reasonable steps to ensure that it is brought up and read at the next meeting of the directors after it is given;
(b)
the declaration or written notice is to the effect that —(i)
he or she is an officer or a member of a specified corporation, a member of a specified firm, or a partner or officer of a specified limited liability partnership; and
(ii)
he or she is to be regarded as interested in any transaction which may, after the date of the declaration or written notice, be made with the specified corporation, firm or limited liability partnership;
(c)
the declaration or written notice specifies the nature and extent of his or her interest in the specified corporation, firm or limited liability partnership; and
(d)
at the time the transaction is made, or the proposed transaction is proposed, his or her interest is not different in nature or greater in extent than the nature and extent specified in the declaration or written notice.[36/2014]
[Act 24 of 2025 wef 06/05/2026]
(6) Every director and chief executive officer of a company who holds any office or possess any property whereby, whether directly or indirectly, any duty or interest might be created in conflict with their duties or interests as director or chief executive officer (as the case may be) must —(a)
declare at a meeting of the directors of the company the fact and the nature, character and extent of the conflict; or
(b)
send a written notice to the company setting out the fact and the nature, character and extent of the conflict.[36/2014]
(7) A declaration under subsection (6)(a) must be made at the first meeting of the directors of the company held —(a)
after he or she becomes a director or chief executive officer (as the case may be); or
(b)
(if already a director or chief executive officer, as the case may be) after he or she commenced to hold the office or to possess the property,
as the case requires.
[36/2014]
(8) A written notice under subsection (6)(b) must be given as soon as is practicable after —(a)
the date on which the director or chief executive officer became a director or chief executive officer (as the case may be); or
(b)
(if already a director or chief executive officer, as the case may be) after he or she commenced to hold the office or to possess the property,
as the case requires.
[36/2014]
(9) The company must, as soon as practicable after the receipt of the written notice mentioned in subsection (1)(b) or (6)(b), send a copy of the notice to —(a)
in the case where the notice is given by a chief executive officer — all the directors; or
(b)
in the case where the notice is given by a director — all the other directors.[36/2014]
(10) Where a chief executive officer or a director of the company declares an interest or conflict by a written notice mentioned in subsection (1)(b) or (6)(b) (respectively) in accordance with this section —(a)
the making of the declaration is deemed to form part of the proceedings at the next meeting of the directors after the notice is given; and
(b)
the provisions of section 188 (minutes of proceedings) apply as if the declaration had been made at that meeting.[36/2014]
(11) The secretary of the company must record every declaration under this section in the minutes of the meeting at which it was made and keep records of every written resolution duly signed and returned to the company under this section.[36/2014]
(12) The directors of a company must permit a chief executive officer of the company who is not a director to attend a meeting of the board of directors where such attendance is necessary for the chief executive officer to make a declaration for the purpose of complying with this section.[36/2014]
(13) For the purposes of this section —(a)
an interest of a member of a director’s family is treated as an interest of the director and the words “member of a director’s family” include his or her spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter; and
(b)
an interest of a member of a chief executive officer’s family is treated as an interest of the chief executive officer and the words “member of the chief executive officer’s family” include his or her spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter.[36/2014]
(14) Subject to subsection (4), this section is in addition to and not in derogation of the operation of any rule of law or any provision in the constitution restricting a director or chief executive officer from having any interest in transactions with the company or from holding offices or possessing properties involving duties or interests in conflict with his or her duties or interests as a director or chief executive officer (as the case may be).[36/2014]
(15) Any director or chief executive officer of a company who fails to comply with any of the provisions of this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months.[36/2014]
—(1) Subject to this section, every director or chief executive officer of a company who is in any way, whether directly or indirectly, interested in a transaction or proposed transaction with the company must as soon as is practicable after the relevant facts have come to his or her knowledge —(a)
declare the nature of his or her interest at a meeting of the directors of the company; or
(b)
send a written notice to the company containing details on the nature, character and extent of his or her interest in the transaction or proposed transaction with the company.[36/2014]
(2) A notice under subsection (1)(b) must be given as soon as is practicable after —(a)
the date on which the director or chief executive officer became a director or chief executive officer (as the case may be); or
(b)
(if already a director or chief executive officer, as the case may be) the date on which the director or chief executive officer became, directly or indirectly, interested in a transaction or proposed transaction with the company,
as the case requires.
[36/2014]
(3) The requirements of subsection (1) do not apply in any case where the interest of the director or chief executive officer (as the case may be) consists only of being a member or creditor of a corporation which is interested in a transaction or proposed transaction with the firstmentioned company if the interest of the director or chief executive officer (as the case may be) may properly be regarded as not being a material interest.[36/2014]
(4) A director or chief executive officer of a company is not deemed to be interested or to have been at any time interested in any transaction or proposed transaction by reason only —(a)
in the case where the transaction or proposed transaction relates to any loan to the company — that he or she has guaranteed or joined in guaranteeing the repayment of the loan or any part of the loan; or
(b)
in the case where the transaction or proposed transaction has been or will be made with or for the benefit of or on behalf of a corporation which by virtue of section 6 is deemed to be related to the company — that he or she is a director or chief executive officer (as the case may be) of that corporation,
and this subsection has effect not only for the purposes of this Act but also for the purposes of any other law, but does not affect the operation of any provision in the constitution of the company.
[36/2014]
(5) A declaration given by a director or chief executive officer under subsection (1)(a), or a written notice given by a director or chief executive officer under subsection (1)(b), is to be treated as a sufficient declaration or written notice under those provisions in relation to a transaction or proposed transaction if —(a)
in the case of a declaration, the declaration is given at a meeting of the directors or the director or chief executive officer (as the case may be) takes reasonable steps to ensure that it is brought up and read at the next meeting of the directors after it is given;
(b)
the declaration or written notice is to the effect that —(i)
he or she is an officer or a member of a specified corporation, a member of a specified firm, or a partner or officer of a specified limited liability partnership; and
(ii)
he or she is to be regarded as interested in any transaction which may, after the date of the declaration or written notice, be made with the specified corporation, firm or limited liability partnership;
(c)
the declaration or written notice specifies the nature and extent of his or her interest in the specified corporation, firm or limited liability partnership; and
(d)
at the time the transaction is made, or the proposed transaction is proposed, his or her interest is not different in nature or greater in extent than the nature and extent specified in the declaration or written notice.[36/2014]
[Act 24 of 2025 wef 06/05/2026]
(6) Every director and chief executive officer of a company who holds any office or possess any property whereby, whether directly or indirectly, any duty or interest might be created in conflict with their duties or interests as director or chief executive officer (as the case may be) must —(a)
declare at a meeting of the directors of the company the fact and the nature, character and extent of the conflict; or
(b)
send a written notice to the company setting out the fact and the nature, character and extent of the conflict.[36/2014]
(7) A declaration under subsection (6)(a) must be made at the first meeting of the directors of the company held —(a)
after he or she becomes a director or chief executive officer (as the case may be); or
(b)
(if already a director or chief executive officer, as the case may be) after he or she commenced to hold the office or to possess the property,
as the case requires.
[36/2014]
(8) A written notice under subsection (6)(b) must be given as soon as is practicable after —(a)
the date on which the director or chief executive officer became a director or chief executive officer (as the case may be); or
(b)
(if already a director or chief executive officer, as the case may be) after he or she commenced to hold the office or to possess the property,
as the case requires.
[36/2014]
(9) The company must, as soon as practicable after the receipt of the written notice mentioned in subsection (1)(b) or (6)(b), send a copy of the notice to —(a)
in the case where the notice is given by a chief executive officer — all the directors; or
(b)
in the case where the notice is given by a director — all the other directors.[36/2014]
(10) Where a chief executive officer or a director of the company declares an interest or conflict by a written notice mentioned in subsection (1)(b) or (6)(b) (respectively) in accordance with this section —(a)
the making of the declaration is deemed to form part of the proceedings at the next meeting of the directors after the notice is given; and
(b)
the provisions of section 188 (minutes of proceedings) apply as if the declaration had been made at that meeting.[36/2014]
(11) The secretary of the company must record every declaration under this section in the minutes of the meeting at which it was made and keep records of every written resolution duly signed and returned to the company under this section.[36/2014]
(12) The directors of a company must permit a chief executive officer of the company who is not a director to attend a meeting of the board of directors where such attendance is necessary for the chief executive officer to make a declaration for the purpose of complying with this section.[36/2014]
(13) For the purposes of this section —(a)
an interest of a member of a director’s family is treated as an interest of the director and the words “member of a director’s family” include his or her spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter; and
(b)
an interest of a member of a chief executive officer’s family is treated as an interest of the chief executive officer and the words “member of the chief executive officer’s family” include his or her spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter.[36/2014]
(14) Subject to subsection (4), this section is in addition to and not in derogation of the operation of any rule of law or any provision in the constitution restricting a director or chief executive officer from having any interest in transactions with the company or from holding offices or possessing properties involving duties or interests in conflict with his or her duties or interests as a director or chief executive officer (as the case may be).[36/2014]
(15) Any director or chief executive officer of a company who fails to comply with any of the provisions of this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months.[36/2014]
As to the duty and liability of officers
157.—(1) A director must at all times act honestly and use reasonable diligence in the discharge of the duties of his or her office.(2) An officer or agent of a company must not make improper use of his or her position as an officer or agent of the company or any information acquired by virtue of his or her position as an officer or agent of the company to gain, directly or indirectly, an advantage for himself or herself or for any other person or to cause detriment to the company.[36/2014]
(3) An officer or agent who commits a breach of any of the provisions of this section shall be —(a)
liable to the company for any profit made by him or her or for any damage suffered by the company as a result of the breach of any of those provisions; and
(b)
guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 or to imprisonment for a term not exceeding 12 months or to both.[Act 24 of 2025 wef 06/05/2026]
(4) This section is in addition to and not in derogation of any other written law or rule of law relating to the duty or liability of directors or officers of a company.
(5) In this section —“officer” includes a person who at any time has been an officer of the company;
“agent” includes a banker, solicitor or auditor of the company and any person who at any time has been a banker, solicitor or auditor of the company.
—(1) A director must at all times act honestly and use reasonable diligence in the discharge of the duties of his or her office.
(2) An officer or agent of a company must not make improper use of his or her position as an officer or agent of the company or any information acquired by virtue of his or her position as an officer or agent of the company to gain, directly or indirectly, an advantage for himself or herself or for any other person or to cause detriment to the company.[36/2014]
(3) An officer or agent who commits a breach of any of the provisions of this section shall be —(a)
liable to the company for any profit made by him or her or for any damage suffered by the company as a result of the breach of any of those provisions; and
(b)
guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 or to imprisonment for a term not exceeding 12 months or to both.[Act 24 of 2025 wef 06/05/2026]
(4) This section is in addition to and not in derogation of any other written law or rule of law relating to the duty or liability of directors or officers of a company.
(5) In this section —“officer” includes a person who at any time has been an officer of the company;
“agent” includes a banker, solicitor or auditor of the company and any person who at any time has been a banker, solicitor or auditor of the company.
Powers of directors
157A.—(1) The business of a company is to be managed by, or under the direction or supervision of, the directors.[36/2014]
(2) The directors may exercise all the powers of a company except any power that this Act or the constitution of the company requires the company to exercise in general meeting.[36/2014]
—(1) The business of a company is to be managed by, or under the direction or supervision of, the directors.[36/2014]
(2) The directors may exercise all the powers of a company except any power that this Act or the constitution of the company requires the company to exercise in general meeting.[36/2014]
Director declarations where company has one director
157B. Where a company only has one director, that director may make a declaration required or authorised to be made under this Act by recording the declaration and signing the record; and such recording and signing of the declaration satisfies any requirement in this Act that the declaration be made at a meeting of the directors.
Use of information and advice
157C.—(1) Subject to subsection (2), a director of a company may, when exercising powers or performing duties as a director, rely on reports, statements, financial data and other information prepared or supplied, and on professional or expert advice given, by any of the following persons:(a)
an employee of the company whom the director believes on reasonable grounds to be reliable and competent in relation to the matters concerned;
(b)
a professional adviser or an expert in relation to matters which the director believes on reasonable grounds to be within the person’s professional or expert competence;
(c)
any other director or any committee of directors upon which the director did not serve in relation to matters within that other director’s or committee’s designated authority.
(2) Subsection (1) applies to a director only if the director —(a)
acts in good faith;
(b)
makes proper inquiry where the need for inquiry is indicated by the circumstances; and
(c)
has no knowledge that such reliance is unwarranted.
—(1) Subject to subsection (2), a director of a company may, when exercising powers or performing duties as a director, rely on reports, statements, financial data and other information prepared or supplied, and on professional or expert advice given, by any of the following persons:(a)
an employee of the company whom the director believes on reasonable grounds to be reliable and competent in relation to the matters concerned;
(b)
a professional adviser or an expert in relation to matters which the director believes on reasonable grounds to be within the person’s professional or expert competence;
(c)
any other director or any committee of directors upon which the director did not serve in relation to matters within that other director’s or committee’s designated authority.
(2) Subsection (1) applies to a director only if the director —(a)
acts in good faith;
(b)
makes proper inquiry where the need for inquiry is indicated by the circumstances; and
(c)
has no knowledge that such reliance is unwarranted.
Disclosure of company information by certain directors
158.—(1) A director of a company may disclose information which the director has in his or her capacity as a director or an employee of a company, being information that would not otherwise be available to him or her, to the persons specified in subsection (2) if such disclosure is not likely to prejudice the company and is made with the authorisation of the board of directors.[36/2014]
(2) The information referred to in subsection (1) may be disclosed to —(a)
a person whose interests the director represents; or
(b)
a person in accordance with whose directions or instructions the director may be required or is accustomed to act in relation to the director’s powers and duties.
(3) The authorisation mentioned in subsection (1) may be conferred in respect of disclosure of —(a)
all or any class of information; or
(b)
only such information as may be specified in the authorisation.[36/2014]
—(1) A director of a company may disclose information which the director has in his or her capacity as a director or an employee of a company, being information that would not otherwise be available to him or her, to the persons specified in subsection (2) if such disclosure is not likely to prejudice the company and is made with the authorisation of the board of directors.[36/2014]
(2) The information referred to in subsection (1) may be disclosed to —(a)
a person whose interests the director represents; or
(b)
a person in accordance with whose directions or instructions the director may be required or is accustomed to act in relation to the director’s powers and duties.
(3) The authorisation mentioned in subsection (1) may be conferred in respect of disclosure of —(a)
all or any class of information; or
(b)
only such information as may be specified in the authorisation.[36/2014]
Power of directors to have regard to interest of its employees, members and rulings of Securities Industry Council
159. The matters to which the directors of a company are entitled to have regard in exercising their powers include —(a)
the interests of the company’s employees generally, as well as the interests of its members; and
(b)
the rulings of the Securities Industry Council on the interpretation of the principles and rules of and the practice to be followed under the Singapore Code on Take‑overs and Mergers.
Approval of company required for disposal by directors of company’s undertaking or property
160.—(1) Despite anything in a company’s constitution, the directors must not carry into effect any proposals for disposing of the whole or substantially the whole of the company’s undertaking or property unless those proposals have been approved by the company in general meeting.[36/2014]
(2) The Court may, on the application of any member of the company, restrain the directors from entering into a transaction in contravention of subsection (1).
(3) A transaction entered into in contravention of subsection (1) is, in favour of any person dealing with the company for valuable consideration and without actual notice of the contravention, as valid as if that subsection had been complied with.
(4) This section does not apply to proposals for disposing of the whole or substantially the whole of the company’s undertaking or property made by a receiver and manager of any part of the undertaking or property of the company appointed under a power contained in any instrument or a liquidator of a company appointed in a voluntary winding up.
—(1) Despite anything in a company’s constitution, the directors must not carry into effect any proposals for disposing of the whole or substantially the whole of the company’s undertaking or property unless those proposals have been approved by the company in general meeting.[36/2014]
(2) The Court may, on the application of any member of the company, restrain the directors from entering into a transaction in contravention of subsection (1).
(3) A transaction entered into in contravention of subsection (1) is, in favour of any person dealing with the company for valuable consideration and without actual notice of the contravention, as valid as if that subsection had been complied with.
(4) This section does not apply to proposals for disposing of the whole or substantially the whole of the company’s undertaking or property made by a receiver and manager of any part of the undertaking or property of the company appointed under a power contained in any instrument or a liquidator of a company appointed in a voluntary winding up.
Approval of company required for issue of shares by directors
161.—(1) Despite anything in a company’s constitution, the directors must not, without the prior approval of the company in general meeting, exercise any power of the company to issue shares.[36/2014]
(2) Approval for the purposes of this section may be confined to a particular exercise of that power or may apply to the exercise of that power generally; and any such approval may be unconditional or subject to conditions.
(3) Any approval for the purposes of this section continues in force until —(a)
the conclusion of the annual general meeting commencing next after the date on which the approval was given; or
(b)
the expiration of the period within which the next annual general meeting after that date is required by law to be held,
whichever is the earlier; but any approval may be previously revoked or varied by the company in general meeting.
(4) The directors may issue shares even though an approval for the purposes of this section has ceased to be in force if the shares are issued pursuant to an offer, agreement or option made or granted by them while the approval was in force and they were authorised by the approval to make or grant an offer, agreement or option which would or might require shares to be issued after the expiration of the approval.
(5) Section 186 applies to any resolution whereby an approval is given for the purposes of this section.
(6) Any issue of shares made by a company in contravention of this section is void and consideration given for the shares is recoverable accordingly.
(7) Any director who knowingly contravenes, or permits or authorises the contravention of, this section with respect to any issue of shares shall be liable to compensate the company and the person to whom the shares were issued for any loss, damages or costs which the company or that person may have sustained or incurred thereby; but no proceedings to recover any such loss, damages or costs may be commenced after the expiration of 2 years from the date of the issue.
—(1) Despite anything in a company’s constitution, the directors must not, without the prior approval of the company in general meeting, exercise any power of the company to issue shares.[36/2014]
(2) Approval for the purposes of this section may be confined to a particular exercise of that power or may apply to the exercise of that power generally; and any such approval may be unconditional or subject to conditions.
(3) Any approval for the purposes of this section continues in force until —(a)
the conclusion of the annual general meeting commencing next after the date on which the approval was given; or
(b)
the expiration of the period within which the next annual general meeting after that date is required by law to be held,
whichever is the earlier; but any approval may be previously revoked or varied by the company in general meeting.
(4) The directors may issue shares even though an approval for the purposes of this section has ceased to be in force if the shares are issued pursuant to an offer, agreement or option made or granted by them while the approval was in force and they were authorised by the approval to make or grant an offer, agreement or option which would or might require shares to be issued after the expiration of the approval.
(5) Section 186 applies to any resolution whereby an approval is given for the purposes of this section.
(6) Any issue of shares made by a company in contravention of this section is void and consideration given for the shares is recoverable accordingly.
(7) Any director who knowingly contravenes, or permits or authorises the contravention of, this section with respect to any issue of shares shall be liable to compensate the company and the person to whom the shares were issued for any loss, damages or costs which the company or that person may have sustained or incurred thereby; but no proceedings to recover any such loss, damages or costs may be commenced after the expiration of 2 years from the date of the issue.
Loans and quasi‑loans to directors, credit transactions and related arrangements
162.—(1) For the purposes of this section, a company makes a restricted transaction if it —(a)
makes a loan or quasi‑loan to a director —(i)
of the company; or
(ii)
of a company which by virtue of section 6 is deemed to be related to that company,
(called in this section a relevant director);
(b)
enters into any guarantee or provides any security in connection with a loan or quasi‑loan made to a relevant director by any other person;
(c)
enters into a credit transaction as creditor for the benefit of a relevant director;
(d)
enters into any guarantee or provides any security in connection with a credit transaction entered into by any person for the benefit of a relevant director;
(e)
takes part in an arrangement under which —(i)
another person enters into a transaction that, if it had been entered into by the company, would have been a restricted transaction under paragraph (a), (b), (c), (d) or (f); and
(ii)
that person, pursuant to the arrangement, obtains a benefit from the company or a company which by virtue of section 6 is deemed to be related to that company; or
(f)
arranges the assignment to the company, or assumption by the company, of any rights, obligations or liabilities under a transaction that, if it had been entered into by the company, would have been a restricted transaction under paragraphs (a) to (e).[36/2014]
(2) Subject to subsections (3) and (4) and sections 163A and 163B, a company (other than an exempt private company) must not make a restricted transaction.[36/2014]
(3) Subject to subsection (4), nothing in this section applies to any transaction which would otherwise be a restricted transaction that is —(a)
made to or for the benefit of a relevant director to meet expenditure incurred or to be incurred by him or her for the purposes of the company or for the purpose of enabling him or her to properly perform his or her duties as an officer of the company;
(b)
made to or for the benefit of a relevant director who is engaged in the full‑time employment of the company or of a corporation that is deemed to be related to the company, as the case may be, for the purpose of purchasing or otherwise acquiring a home occupied or to be occupied by the director, except that not more than one such restricted transaction may be outstanding at any time;
(c)
made to or for the benefit of a relevant director who is engaged in the full‑time employment of the company or of a corporation that is deemed to be related to that company (as the case may be) where the company has at a general meeting approved of a scheme for the making of such transaction to or for the benefit of employees of the company and the restricted transaction is in accordance with that scheme; or
(d)
made to or for the benefit of a relevant director in the ordinary course of business of a company whose ordinary business includes the lending of money or the giving of guarantees in connection with loans, quasi‑loans or credit transactions made or entered into by other persons if the activities of that company are regulated by any written law relating to banking, finance companies or insurance or are subject to supervision by the Monetary Authority of Singapore.[36/2014]
(4) Subsection (3)(a) or (b) does not authorise the making of any restricted transaction, except —(a)
with the prior approval of the company given at a general meeting at which the purposes of the expenditure and the amount or extent of the restricted transaction are disclosed; or
(b)
on condition that, if the prior approval of the company is not given as aforesaid at or before the next following annual general meeting, the amount of or liability under the restricted transaction must be repaid or discharged (as the case may be) within 6 months from the conclusion of that meeting.[36/2014]
(5) Where the prior approval of the company is not given as required by the condition mentioned in subsection (4)(b), the directors authorising the making of the restricted transaction are jointly and severally liable to indemnify the company against any loss arising therefrom.[36/2014]
(6) Where a company contravenes this section, any director who authorises the making of the restricted transaction shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 or to imprisonment for a term not exceeding 2 years.[36/2014]
(7) Nothing in this section operates to prevent the company from recovering the amount of any loan, quasi‑loan, credit transaction or arrangement or amount for which it becomes liable under any guarantee entered into or in respect of any security given contrary to this section.[36/2014]
(8) For the purpose of subsection (1), a reference to a director or relevant director therein includes a reference to the director’s spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter.[36/2014]
(9) In determining for the purposes of this section whether a transaction is a restricted transaction under subsection (1)(e), the transaction is to be treated as having been entered into on the date of the arrangement.[36/2014]
(10) For the purposes of this section, a reference to prior approval does not include any approval of the company that is given after the restricted transaction has been made, provided for or entered into (as the case may be).[36/2014]
(11) In this section and section 163 —“conditional sale agreement” has the meaning given by section 2 of the Hire‑Purchase Act 1969;
“credit transaction” means a transaction under which one party (called in this section and section 163 the creditor) —(a)
supplies any goods or disposes of any immovable property under a hire‑purchase agreement or a conditional sale agreement;
(b)
leases or hires any immovable property or goods in return for periodic payments; or
(c)
otherwise disposes of immovable property or supplies goods or services on the understanding that payment (whether in a lump sum or instalments or by way of periodic payments or otherwise) is to be deferred;
“quasi‑loan” means a transaction under which one party (called in this section and section 163 the creditor) agrees to pay, or pays otherwise than pursuant to an agreement, a sum for another (called in this section the borrower) or agrees to reimburse, or reimburses otherwise than pursuant to an agreement, expenditure incurred by another party for another (called in this section and section 163 the borrower) —(a)
on terms that the borrower (or a person on the borrower’s behalf) will reimburse the creditor; or
(b)
in circumstances giving rise to a liability on the borrower to reimburse the creditor;
“services” means any thing other than goods or immovable property.[36/2014]
(12) For the purposes of subsection (11) —(a)
a reference to the person to whom a quasi‑loan is made is a reference to the borrower;
(b)
the liabilities of the borrower under a quasi‑loan include the liabilities of any person who has agreed to reimburse the creditor on behalf of the borrower;
(c)
a reference to the person for whose benefit a credit transaction is entered into is a reference to the person to whom goods, immovable property or services are supplied, sold, leased, hired or otherwise disposed of under the transaction; and
(d)
a reference to the supply of services means the supply of anything other than goods or immovable property and includes the transfer or disposal of choses in action or of intellectual property rights.
—(1) For the purposes of this section, a company makes a restricted transaction if it —(a)
makes a loan or quasi‑loan to a director —(i)
of the company; or
(ii)
of a company which by virtue of section 6 is deemed to be related to that company,
(called in this section a relevant director);
(b)
enters into any guarantee or provides any security in connection with a loan or quasi‑loan made to a relevant director by any other person;
(c)
enters into a credit transaction as creditor for the benefit of a relevant director;
(d)
enters into any guarantee or provides any security in connection with a credit transaction entered into by any person for the benefit of a relevant director;
(e)
takes part in an arrangement under which —(i)
another person enters into a transaction that, if it had been entered into by the company, would have been a restricted transaction under paragraph (a), (b), (c), (d) or (f); and
(ii)
that person, pursuant to the arrangement, obtains a benefit from the company or a company which by virtue of section 6 is deemed to be related to that company; or
(f)
arranges the assignment to the company, or assumption by the company, of any rights, obligations or liabilities under a transaction that, if it had been entered into by the company, would have been a restricted transaction under paragraphs (a) to (e).[36/2014]
(2) Subject to subsections (3) and (4) and sections 163A and 163B, a company (other than an exempt private company) must not make a restricted transaction.[36/2014]
(3) Subject to subsection (4), nothing in this section applies to any transaction which would otherwise be a restricted transaction that is —(a)
made to or for the benefit of a relevant director to meet expenditure incurred or to be incurred by him or her for the purposes of the company or for the purpose of enabling him or her to properly perform his or her duties as an officer of the company;
(b)
made to or for the benefit of a relevant director who is engaged in the full‑time employment of the company or of a corporation that is deemed to be related to the company, as the case may be, for the purpose of purchasing or otherwise acquiring a home occupied or to be occupied by the director, except that not more than one such restricted transaction may be outstanding at any time;
(c)
made to or for the benefit of a relevant director who is engaged in the full‑time employment of the company or of a corporation that is deemed to be related to that company (as the case may be) where the company has at a general meeting approved of a scheme for the making of such transaction to or for the benefit of employees of the company and the restricted transaction is in accordance with that scheme; or
(d)
made to or for the benefit of a relevant director in the ordinary course of business of a company whose ordinary business includes the lending of money or the giving of guarantees in connection with loans, quasi‑loans or credit transactions made or entered into by other persons if the activities of that company are regulated by any written law relating to banking, finance companies or insurance or are subject to supervision by the Monetary Authority of Singapore.[36/2014]
(4) Subsection (3)(a) or (b) does not authorise the making of any restricted transaction, except —(a)
with the prior approval of the company given at a general meeting at which the purposes of the expenditure and the amount or extent of the restricted transaction are disclosed; or
(b)
on condition that, if the prior approval of the company is not given as aforesaid at or before the next following annual general meeting, the amount of or liability under the restricted transaction must be repaid or discharged (as the case may be) within 6 months from the conclusion of that meeting.[36/2014]
(5) Where the prior approval of the company is not given as required by the condition mentioned in subsection (4)(b), the directors authorising the making of the restricted transaction are jointly and severally liable to indemnify the company against any loss arising therefrom.[36/2014]
(6) Where a company contravenes this section, any director who authorises the making of the restricted transaction shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 or to imprisonment for a term not exceeding 2 years.[36/2014]
(7) Nothing in this section operates to prevent the company from recovering the amount of any loan, quasi‑loan, credit transaction or arrangement or amount for which it becomes liable under any guarantee entered into or in respect of any security given contrary to this section.[36/2014]
(8) For the purpose of subsection (1), a reference to a director or relevant director therein includes a reference to the director’s spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter.[36/2014]
(9) In determining for the purposes of this section whether a transaction is a restricted transaction under subsection (1)(e), the transaction is to be treated as having been entered into on the date of the arrangement.[36/2014]
(10) For the purposes of this section, a reference to prior approval does not include any approval of the company that is given after the restricted transaction has been made, provided for or entered into (as the case may be).[36/2014]
(11) In this section and section 163 —“conditional sale agreement” has the meaning given by section 2 of the Hire‑Purchase Act 1969;
“credit transaction” means a transaction under which one party (called in this section and section 163 the creditor) —(a)
supplies any goods or disposes of any immovable property under a hire‑purchase agreement or a conditional sale agreement;
(b)
leases or hires any immovable property or goods in return for periodic payments; or
(c)
otherwise disposes of immovable property or supplies goods or services on the understanding that payment (whether in a lump sum or instalments or by way of periodic payments or otherwise) is to be deferred;
“quasi‑loan” means a transaction under which one party (called in this section and section 163 the creditor) agrees to pay, or pays otherwise than pursuant to an agreement, a sum for another (called in this section the borrower) or agrees to reimburse, or reimburses otherwise than pursuant to an agreement, expenditure incurred by another party for another (called in this section and section 163 the borrower) —(a)
on terms that the borrower (or a person on the borrower’s behalf) will reimburse the creditor; or
(b)
in circumstances giving rise to a liability on the borrower to reimburse the creditor;
“services” means any thing other than goods or immovable property.[36/2014]
(12) For the purposes of subsection (11) —(a)
a reference to the person to whom a quasi‑loan is made is a reference to the borrower;
(b)
the liabilities of the borrower under a quasi‑loan include the liabilities of any person who has agreed to reimburse the creditor on behalf of the borrower;
(c)
a reference to the person for whose benefit a credit transaction is entered into is a reference to the person to whom goods, immovable property or services are supplied, sold, leased, hired or otherwise disposed of under the transaction; and
(d)
a reference to the supply of services means the supply of anything other than goods or immovable property and includes the transfer or disposal of choses in action or of intellectual property rights.
Approval of company required for loans and quasi‑loans to, and credit transactions for benefit of, persons connected with directors of lending company, etc.
163.—(1) Subject to this section and sections 163A and 163B, it is not lawful for a company (other than an exempt private company) —(a)
to make a loan or quasi‑loan to another company, a limited liability partnership or a VCC;
(b)
to enter into any guarantee or provide any security in connection with a loan or quasi‑loan made to another company, a limited liability partnership or a VCC by a person other than the firstmentioned company;
(c)
to enter into a credit transaction as creditor for the benefit of another company, a limited liability partnership or a VCC; or
(d)
to enter into any guarantee or provide any security in connection with a credit transaction entered into by any person for the benefit of another company, a limited liability partnership or a VCC,
if a director or directors of the firstmentioned company is or together are interested in 20% or more of the total voting power in the other company, the limited liability partnership or the VCC (as the case may be), unless there is prior approval by the company in general meeting for the making of, provision for or entering into the loan, quasi‑loan, credit transaction, guarantee or security (as the case may be) at which the interested director or directors, and his, her or their family members, abstained from voting.
[36/2014; 44/2018]
(2) Subsection (1) also applies to —(a)
a loan or quasi‑loan made by a company (other than an exempt private company) to another company or a limited liability partnership;
(b)
a credit transaction made by a company (other than an exempt private company) for the benefit of another company or to a limited liability partnership; and
(c)
a guarantee entered into or security provided by a company (other than an exempt private company) in connection with a loan or quasi‑loan made to another company or a limited liability partnership by a person other than the firstmentioned company or with a credit transaction made for the benefit of another company or a limited liability partnership entered into by a person other than the firstmentioned company,
where such other company or such limited liability partnership is incorporated or formed (as the case may be) outside Singapore, if a director or directors of the firstmentioned company have an interest in the other company or the limited liability partnership, as the case may be.
[36/2014]
(3) For the purposes of subsection (2), a director or directors of a company —(a)
have an interest in the other company if —(i)
in the case of a company with a share capital — the director or directors is or together are interested in 20% or more of the total voting power in the other company; or
(ii)
in the case of a company without a share capital — the director or directors exercises or together exercise control over the other company (whether by reason of having the power to appoint directors or otherwise); or
(b)
have an interest in a limited liability partnership if the director or directors is or together are interested in 20% or more of the total voting power in the limited liability partnership.[36/2014]
(3A) Subject to this section and sections 163A and 163B, a company (other than an exempt private company) must not —(a)
take part in an arrangement under which —(i)
another person enters into a transaction that, if it had been entered into by the company, would have required approval under this section; and
(ii)
that person, pursuant to the arrangement, obtains a benefit from the company or a company that is deemed to be related to the company by virtue of section 6; or[Act 24 of 2025 wef 06/05/2026]
(b)
arrange the assignment to it, or assumption by it, of any rights, obligations or liabilities under a transaction that, if it had been entered into by the company, would have required such approval,
unless there is prior approval by the company in general meeting for taking part in such an arrangement or for arranging the assignment or assumption of rights, obligations or liabilities under such a transaction at which the interested director or directors, or his, her or their family members, abstained from voting.
[36/2014]
(3B) In determining for the purposes of subsection (3A) whether a transaction is one that would have required approval under this section if it had been entered into by the company, the transaction is to be treated as having been entered into on the date of the arrangement.[36/2014]
(3C) The requirement in subsections (1) and (3A) that the interested director or directors, or his, her or their family members, abstain from voting at the general meeting of the company does not apply where all the shareholders of the company have each voted to approve the arrangement.[36/2014]
(3D) For the purposes of this section —(a)
where a company makes a loan or quasi‑loan to another company or VCC, enters into a credit transaction for the benefit of another company or VCC, gives a guarantee or provides security in connection with a loan, quasi‑loan or credit transaction made to or entered into for the benefit of another company or VCC, or enters into an arrangement referred to in subsection (3A), a director or directors of the firstmentioned company are not to be taken to have an interest in shares in that other company or VCC by reason only that the firstmentioned company has an interest in shares in that other company or VCC and a director or directors have an interest in shares in the firstmentioned company;
(b)
the expression “interest in shares”, in relation to a company, has the meaning assigned to it in section 7 and, in relation to a VCC, has the meaning assigned to it in section 7 as applied by section 2(6) of the VCC Act and read with section 2(7) of that Act;
(c)
a person who has an interest in a share of a company or a VCC is to be treated as having an interest in the voting power conferred on the holder by that share;
(d)
a reference to prior approval of the company in subsection (1) does not include any approval of the company that is given after the loan, quasi‑loan, credit transaction, guarantee or security mentioned in that subsection has been made, provided for or entered into (as the case may be); and
(e)
a reference to prior approval of the company in subsection (3A) does not include any approval of the company that is given after the arrangement referred to in that subsection has been entered into.[36/2014; 44/2018]
(4) This section does not apply —(a)
to anything done by a company where the other company (whether that company is incorporated in Singapore or otherwise) or VCC is its subsidiary or holding company or a subsidiary of its holding company; or
(b)
to a company, whose ordinary business includes the lending of money or the giving of guarantees in connection with loans made by other persons, to anything done by the company in the ordinary course of that business if the activities of that company are regulated by any written law relating to banking, finance companies or insurance or are subject to supervision by the Monetary Authority of Singapore.[44/2018]
(5) For the purposes of this section —(a)
an interest of a member of a director’s family is treated as the interest of the director; and
(b)
a reference to a member of a director’s family includes the director’s spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter.[36/2014]
(6) Nothing in this section operates to prevent the recovery of the amount of any loan, quasi‑loan, credit transaction or arrangement or the enforcement of any guarantee or security whether made or given by the company or any other person.[36/2014]
(7) Where a company contravenes this section, any director who authorises the making of any loan or quasi‑loan, the entering into of any credit transaction, the entering into of any guarantee, the providing of any security or the entering into of any arrangement contrary to this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 or to imprisonment for a term not exceeding 2 years.[36/2014]
—(1) Subject to this section and sections 163A and 163B, it is not lawful for a company (other than an exempt private company) —(a)
to make a loan or quasi‑loan to another company, a limited liability partnership or a VCC;
(b)
to enter into any guarantee or provide any security in connection with a loan or quasi‑loan made to another company, a limited liability partnership or a VCC by a person other than the firstmentioned company;
(c)
to enter into a credit transaction as creditor for the benefit of another company, a limited liability partnership or a VCC; or
(d)
to enter into any guarantee or provide any security in connection with a credit transaction entered into by any person for the benefit of another company, a limited liability partnership or a VCC,
if a director or directors of the firstmentioned company is or together are interested in 20% or more of the total voting power in the other company, the limited liability partnership or the VCC (as the case may be), unless there is prior approval by the company in general meeting for the making of, provision for or entering into the loan, quasi‑loan, credit transaction, guarantee or security (as the case may be) at which the interested director or directors, and his, her or their family members, abstained from voting.
[36/2014; 44/2018]
(2) Subsection (1) also applies to —(a)
a loan or quasi‑loan made by a company (other than an exempt private company) to another company or a limited liability partnership;
(b)
a credit transaction made by a company (other than an exempt private company) for the benefit of another company or to a limited liability partnership; and
(c)
a guarantee entered into or security provided by a company (other than an exempt private company) in connection with a loan or quasi‑loan made to another company or a limited liability partnership by a person other than the firstmentioned company or with a credit transaction made for the benefit of another company or a limited liability partnership entered into by a person other than the firstmentioned company,
where such other company or such limited liability partnership is incorporated or formed (as the case may be) outside Singapore, if a director or directors of the firstmentioned company have an interest in the other company or the limited liability partnership, as the case may be.
[36/2014]
(3) For the purposes of subsection (2), a director or directors of a company —(a)
have an interest in the other company if —(i)
in the case of a company with a share capital — the director or directors is or together are interested in 20% or more of the total voting power in the other company; or
(ii)
in the case of a company without a share capital — the director or directors exercises or together exercise control over the other company (whether by reason of having the power to appoint directors or otherwise); or
(b)
have an interest in a limited liability partnership if the director or directors is or together are interested in 20% or more of the total voting power in the limited liability partnership.[36/2014]
(3A) Subject to this section and sections 163A and 163B, a company (other than an exempt private company) must not —(a)
take part in an arrangement under which —(i)
another person enters into a transaction that, if it had been entered into by the company, would have required approval under this section; and
(ii)
that person, pursuant to the arrangement, obtains a benefit from the company or a company that is deemed to be related to the company by virtue of section 6; or[Act 24 of 2025 wef 06/05/2026]
(b)
arrange the assignment to it, or assumption by it, of any rights, obligations or liabilities under a transaction that, if it had been entered into by the company, would have required such approval,
unless there is prior approval by the company in general meeting for taking part in such an arrangement or for arranging the assignment or assumption of rights, obligations or liabilities under such a transaction at which the interested director or directors, or his, her or their family members, abstained from voting.
[36/2014]
(3B) In determining for the purposes of subsection (3A) whether a transaction is one that would have required approval under this section if it had been entered into by the company, the transaction is to be treated as having been entered into on the date of the arrangement.[36/2014]
(3C) The requirement in subsections (1) and (3A) that the interested director or directors, or his, her or their family members, abstain from voting at the general meeting of the company does not apply where all the shareholders of the company have each voted to approve the arrangement.[36/2014]
(3D) For the purposes of this section —(a)
where a company makes a loan or quasi‑loan to another company or VCC, enters into a credit transaction for the benefit of another company or VCC, gives a guarantee or provides security in connection with a loan, quasi‑loan or credit transaction made to or entered into for the benefit of another company or VCC, or enters into an arrangement referred to in subsection (3A), a director or directors of the firstmentioned company are not to be taken to have an interest in shares in that other company or VCC by reason only that the firstmentioned company has an interest in shares in that other company or VCC and a director or directors have an interest in shares in the firstmentioned company;
(b)
the expression “interest in shares”, in relation to a company, has the meaning assigned to it in section 7 and, in relation to a VCC, has the meaning assigned to it in section 7 as applied by section 2(6) of the VCC Act and read with section 2(7) of that Act;
(c)
a person who has an interest in a share of a company or a VCC is to be treated as having an interest in the voting power conferred on the holder by that share;
(d)
a reference to prior approval of the company in subsection (1) does not include any approval of the company that is given after the loan, quasi‑loan, credit transaction, guarantee or security mentioned in that subsection has been made, provided for or entered into (as the case may be); and
(e)
a reference to prior approval of the company in subsection (3A) does not include any approval of the company that is given after the arrangement referred to in that subsection has been entered into.[36/2014; 44/2018]
(4) This section does not apply —(a)
to anything done by a company where the other company (whether that company is incorporated in Singapore or otherwise) or VCC is its subsidiary or holding company or a subsidiary of its holding company; or
(b)
to a company, whose ordinary business includes the lending of money or the giving of guarantees in connection with loans made by other persons, to anything done by the company in the ordinary course of that business if the activities of that company are regulated by any written law relating to banking, finance companies or insurance or are subject to supervision by the Monetary Authority of Singapore.[44/2018]
(5) For the purposes of this section —(a)
an interest of a member of a director’s family is treated as the interest of the director; and
(b)
a reference to a member of a director’s family includes the director’s spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter.[36/2014]
(6) Nothing in this section operates to prevent the recovery of the amount of any loan, quasi‑loan, credit transaction or arrangement or the enforcement of any guarantee or security whether made or given by the company or any other person.[36/2014]
(7) Where a company contravenes this section, any director who authorises the making of any loan or quasi‑loan, the entering into of any credit transaction, the entering into of any guarantee, the providing of any security or the entering into of any arrangement contrary to this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 or to imprisonment for a term not exceeding 2 years.[36/2014]
Exception for expenditure on defending proceedings, etc.
163A.—(1) Sections 162 and 163 do not apply to anything done by a company —(a)
to provide a director of the company with funds by way of any loan to meet expenditure incurred or to be incurred by the director —(i)
in defending any criminal or civil proceedings in connection with any alleged negligence, default, breach of duty or breach of trust by the director in relation to the company; or
(ii)
in connection with an application for relief; or
(b)
to enable any such director to avoid incurring such expenditure,
if it is done on the terms provided in subsection (2).
[36/2014]
(2) The terms referred to in subsection (1) are —(a)
that the loan is to be repaid, or (as the case may be) any liability of the company incurred under any transaction connected with the thing done is to be discharged, in the event of —(i)
the director being convicted in the proceedings;
(ii)
judgment being given against the director in the proceedings; or
(iii)
the court refusing to grant the director relief on the application; and
(b)
that it is to be repaid or discharged not later than 14 days after —(i)
the date when the conviction becomes final;
(ii)
the date when the judgment becomes final; or
(iii)
the date when the refusal of relief becomes final.[36/2014]
(3) For the purposes of this section —(a)
a conviction, judgment or refusal of relief becomes final —(i)
if it is not appealed against, at the end of the period for bringing an appeal; or
(ii)
if it is appealed against, when the appeal (or any further appeal) is disposed of;
(b)
an appeal or further appeal is disposed of —(i)
if it is determined and there is no right of further appeal, or if there is a right of further appeal, the period for bringing any further appeal has ended; or
(ii)
if it is abandoned or otherwise ceases to have effect; and
(c)
a reference to the repayment of a loan includes the payment of any interest which is chargeable under the terms on which the loan was given.[36/2014]
(4) The reference in this section to an application for relief is to an application for relief under section 76A(13) or 391.[36/2014]
—(1) Sections 162 and 163 do not apply to anything done by a company —(a)
to provide a director of the company with funds by way of any loan to meet expenditure incurred or to be incurred by the director —(i)
in defending any criminal or civil proceedings in connection with any alleged negligence, default, breach of duty or breach of trust by the director in relation to the company; or
(ii)
in connection with an application for relief; or
(b)
to enable any such director to avoid incurring such expenditure,
if it is done on the terms provided in subsection (2).
[36/2014]
(2) The terms referred to in subsection (1) are —(a)
that the loan is to be repaid, or (as the case may be) any liability of the company incurred under any transaction connected with the thing done is to be discharged, in the event of —(i)
the director being convicted in the proceedings;
(ii)
judgment being given against the director in the proceedings; or
(iii)
the court refusing to grant the director relief on the application; and
(b)
that it is to be repaid or discharged not later than 14 days after —(i)
the date when the conviction becomes final;
(ii)
the date when the judgment becomes final; or
(iii)
the date when the refusal of relief becomes final.[36/2014]
(3) For the purposes of this section —(a)
a conviction, judgment or refusal of relief becomes final —(i)
if it is not appealed against, at the end of the period for bringing an appeal; or
(ii)
if it is appealed against, when the appeal (or any further appeal) is disposed of;
(b)
an appeal or further appeal is disposed of —(i)
if it is determined and there is no right of further appeal, or if there is a right of further appeal, the period for bringing any further appeal has ended; or
(ii)
if it is abandoned or otherwise ceases to have effect; and
(c)
a reference to the repayment of a loan includes the payment of any interest which is chargeable under the terms on which the loan was given.[36/2014]
(4) The reference in this section to an application for relief is to an application for relief under section 76A(13) or 391.[36/2014]
Exception for expenditure in connection with regulatory action or investigation
163B. Sections 162, 163 and 172 do not apply to anything done by a company —(a)
to provide a director of the company with funds by way of any loan to meet expenditure incurred or to be incurred by the director in defending himself or herself —(i)
in an investigation by a regulatory authority; or
(ii)
against any action proposed to be taken by a regulatory authority,
in connection with any alleged negligence, default, breach of duty or breach of trust by the director in relation to the company; or
(b)
to enable any such director to avoid incurring such expenditure.[36/2014]
Register of director’s and chief executive officer’s shareholdings
164.—(1) A company must keep a register showing with respect to each director of the company particulars of —(a)
shares in that company or in a related corporation, being shares of which the director is a registered holder or in which he or she has an interest and the nature and extent of that interest;
(b)
debentures of or participatory interests made available by the company or a related corporation which are held by the director or in which he or she has an interest and the nature and extent of that interest;
(c)
rights or options of the director or of the director and another person or other persons in respect of the acquisition or disposal of shares in the company or a related corporation; and
(d)
contracts to which the director is a party or under which he or she is entitled to a benefit, being contracts under which a person has a right to call for or to make delivery of shares in the company or in a related corporation.[36/2014]
(1A) A company must keep a register showing with respect to each chief executive officer of the company particulars of —(a)
shares in that company, being shares of which the chief executive officer is their registered holder or in which he or she has an interest and the nature and extent of that interest;
(b)
debentures of the company which are held by the chief executive officer or in which he or she has an interest and the nature and extent of that interest;
(c)
rights or options of the chief executive officer or of the chief executive officer and another person or other persons in respect of the acquisition or disposal of shares in the company; and
(d)
contracts to which the chief executive officer is a party or under which he or she is entitled to a benefit, being contracts under which a person has a right to call for or to make delivery of shares in the company.[36/2014]
(2) A company need not show, in its register with respect to a director, particulars of shares in a related corporation that is a wholly‑owned subsidiary of the company or of another corporation.
(3) A company that is a wholly‑owned subsidiary of another company is deemed to have complied with this section in relation to a director or chief executive officer of that other company (whether or not he or she is also a director of that company) if the particulars required by this section to be shown in the registers of the firstmentioned company with respect to the director or chief executive officer (as the case may be) are shown in the registers of the second‑mentioned company.[36/2014]
(4) For the purposes of subsections (2) and (3), a company is a wholly‑owned subsidiary of another company if none of the members of the firstmentioned company is a person other than —(a)
the second‑mentioned company;
(b)
a nominee of the second‑mentioned company;
(c)
a subsidiary of the second‑mentioned company being a subsidiary none of the members of which is a person other than the second‑mentioned company or a nominee of the second‑mentioned company; or
(d)
a nominee of such a subsidiary.
(5) A company must, within 3 days after receiving notice from a director or chief executive officer under section 165(1)(a) of this Act or section 133(1)(a), (b), (c), (d) or (e) of the Securities and Futures Act 2001, enter in its register in relation to the director or chief executive officer (as the case may be) the particulars referred to in subsection (1) or (1A) (as the case may be) including the number and description of shares, debentures, participatory interests (if applicable), rights, options and contracts to which the notice relates and in respect of shares, debentures, participatory interests (if applicable), rights or options acquired or contracts entered into after he or she became a director or chief executive officer (as the case may be) —(a)
the price or other consideration for the transaction (if any) by reason of which an entry is required to be made under this section; and
(b)
the date of —(i)
the agreement for the transaction or, if it is later, the completion of the transaction; or
(ii)
where there was no transaction, the occurrence of the event by reason of which an entry is required to be made under this section.[36/2014]
(6) A company must, within 3 days after receiving a notice from a director or chief executive officer (as the case may be) under section 165(1)(b) of this Act or section 133(1)(g) (in respect of a change in the particulars of any matter referred to in section 133(1)(a) to (e)) of the Securities and Futures Act 2001, enter in its register the particulars of the change referred to in the notice.[2/2009; 36/2014]
(7) A company is not, by reason of anything done under this section, to be taken for any purpose to have notice of or to be put upon inquiry as to the right of a person or in relation to a share in debenture of or participatory interest made available by the company.
(8) A company must, subject to this section, keep its register at the registered office of the company and the register must be open for inspection by a member of the company without charge and by any other person on payment for each inspection of a sum of $3 or such lesser sum as the company requires.
(9) A person may request a company to furnish the person with a copy of its register or any part thereof on payment in advance of a sum of $1 or such lesser sum as the company requires for every page or part thereof required to be copied and the company must send the copy to that person within 21 days or such longer period as the Registrar thinks fit after the day on which the request is received by the company.
(10) The Registrar may by written notice require a company to send to the Registrar within such time as may be specified in the notice a copy of its register or any part thereof.
(11) A company must produce its register at the commencement of each annual general meeting of the company and keep it open and accessible during the meeting to all persons attending the meeting.
(12) It is a defence to a prosecution for failing to comply with subsection (1), (1A) or (5) in respect of particulars relating to a director or chief executive officer if the defendant proves that the failure was due to the failure of the director or chief executive officer to comply with section 165 of this Act, or (as the case may be) section 133 of the Securities and Futures Act 2001 with respect to those particulars.[36/2014]
(13) In this section —(a)
a reference to a participatory interest is a reference to a unit in a collective investment scheme within the meaning of section 2 of the Securities and Futures Act 2001; and
(b)
a reference to a person who holds or acquires shares, debentures or participatory interests or an interest in shares, debentures or participatory interests includes a reference to a person who under an option holds or acquires a right to acquire or dispose of a share, debenture or participatory interest or an interest in a share, debenture or participatory interest.
(14) In determining for the purposes of this section whether a person has an interest in a debenture or participatory interest, the provisions of section 7, except subsections (1) and (3) thereof, have effect and in applying those provisions a reference to a share is a reference to a debenture or participatory interest.
(15) For the purposes of the application of this section —(a)
a director or chief executive officer of a company is deemed to hold or have an interest or a right in or over any shares or debentures if —(i)
a wife or husband of the director or chief executive officer (as the case may be) (not being herself or himself a director or chief executive officer thereof) holds or has an interest or a right in or over any shares or debentures; or
(ii)
a child of less than 18 years of age of that director or chief executive officer (as the case may be) (not being himself or herself a director or chief executive officer) holds or has an interest in shares or debentures; and
(b)
any contract, assignment or right of subscription is deemed to have been entered into or exercised or made by, or a grant is deemed as having been made to, the director or chief executive officer (as the case may be) if —(i)
the contract, assignment or right of subscription is entered into, exercised or made by, or a grant is made to, the wife or husband of a director or chief executive officer of a company (not being herself or himself a director or chief executive officer thereof); or
(ii)
the contract, assignment or right of subscription is entered into, exercised or made by, or a grant is made to, a child of less than 18 years of age of a director or chief executive officer of a company (not being himself or herself a director or chief executive officer thereof).[36/2014]
(16) In subsection (15), “child” includes stepson, adopted son, stepdaughter and adopted daughter.[36/2014]
(17) If default is made in complying with this section the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $15,000 or to imprisonment for a term not exceeding 3 years and, in the case of a continuing offence, to a further fine of $1,000 for every day during which the offence continues after conviction.
—(1) A company must keep a register showing with respect to each director of the company particulars of —(a)
shares in that company or in a related corporation, being shares of which the director is a registered holder or in which he or she has an interest and the nature and extent of that interest;
(b)
debentures of or participatory interests made available by the company or a related corporation which are held by the director or in which he or she has an interest and the nature and extent of that interest;
(c)
rights or options of the director or of the director and another person or other persons in respect of the acquisition or disposal of shares in the company or a related corporation; and
(d)
contracts to which the director is a party or under which he or she is entitled to a benefit, being contracts under which a person has a right to call for or to make delivery of shares in the company or in a related corporation.[36/2014]
(1A) A company must keep a register showing with respect to each chief executive officer of the company particulars of —(a)
shares in that company, being shares of which the chief executive officer is their registered holder or in which he or she has an interest and the nature and extent of that interest;
(b)
debentures of the company which are held by the chief executive officer or in which he or she has an interest and the nature and extent of that interest;
(c)
rights or options of the chief executive officer or of the chief executive officer and another person or other persons in respect of the acquisition or disposal of shares in the company; and
(d)
contracts to which the chief executive officer is a party or under which he or she is entitled to a benefit, being contracts under which a person has a right to call for or to make delivery of shares in the company.[36/2014]
(2) A company need not show, in its register with respect to a director, particulars of shares in a related corporation that is a wholly‑owned subsidiary of the company or of another corporation.
(3) A company that is a wholly‑owned subsidiary of another company is deemed to have complied with this section in relation to a director or chief executive officer of that other company (whether or not he or she is also a director of that company) if the particulars required by this section to be shown in the registers of the firstmentioned company with respect to the director or chief executive officer (as the case may be) are shown in the registers of the second‑mentioned company.[36/2014]
(4) For the purposes of subsections (2) and (3), a company is a wholly‑owned subsidiary of another company if none of the members of the firstmentioned company is a person other than —(a)
the second‑mentioned company;
(b)
a nominee of the second‑mentioned company;
(c)
a subsidiary of the second‑mentioned company being a subsidiary none of the members of which is a person other than the second‑mentioned company or a nominee of the second‑mentioned company; or
(d)
a nominee of such a subsidiary.
(5) A company must, within 3 days after receiving notice from a director or chief executive officer under section 165(1)(a) of this Act or section 133(1)(a), (b), (c), (d) or (e) of the Securities and Futures Act 2001, enter in its register in relation to the director or chief executive officer (as the case may be) the particulars referred to in subsection (1) or (1A) (as the case may be) including the number and description of shares, debentures, participatory interests (if applicable), rights, options and contracts to which the notice relates and in respect of shares, debentures, participatory interests (if applicable), rights or options acquired or contracts entered into after he or she became a director or chief executive officer (as the case may be) —(a)
the price or other consideration for the transaction (if any) by reason of which an entry is required to be made under this section; and
(b)
the date of —(i)
the agreement for the transaction or, if it is later, the completion of the transaction; or
(ii)
where there was no transaction, the occurrence of the event by reason of which an entry is required to be made under this section.[36/2014]
(6) A company must, within 3 days after receiving a notice from a director or chief executive officer (as the case may be) under section 165(1)(b) of this Act or section 133(1)(g) (in respect of a change in the particulars of any matter referred to in section 133(1)(a) to (e)) of the Securities and Futures Act 2001, enter in its register the particulars of the change referred to in the notice.[2/2009; 36/2014]
(7) A company is not, by reason of anything done under this section, to be taken for any purpose to have notice of or to be put upon inquiry as to the right of a person or in relation to a share in debenture of or participatory interest made available by the company.
(8) A company must, subject to this section, keep its register at the registered office of the company and the register must be open for inspection by a member of the company without charge and by any other person on payment for each inspection of a sum of $3 or such lesser sum as the company requires.
(9) A person may request a company to furnish the person with a copy of its register or any part thereof on payment in advance of a sum of $1 or such lesser sum as the company requires for every page or part thereof required to be copied and the company must send the copy to that person within 21 days or such longer period as the Registrar thinks fit after the day on which the request is received by the company.
(10) The Registrar may by written notice require a company to send to the Registrar within such time as may be specified in the notice a copy of its register or any part thereof.
(11) A company must produce its register at the commencement of each annual general meeting of the company and keep it open and accessible during the meeting to all persons attending the meeting.
(12) It is a defence to a prosecution for failing to comply with subsection (1), (1A) or (5) in respect of particulars relating to a director or chief executive officer if the defendant proves that the failure was due to the failure of the director or chief executive officer to comply with section 165 of this Act, or (as the case may be) section 133 of the Securities and Futures Act 2001 with respect to those particulars.[36/2014]
(13) In this section —(a)
a reference to a participatory interest is a reference to a unit in a collective investment scheme within the meaning of section 2 of the Securities and Futures Act 2001; and
(b)
a reference to a person who holds or acquires shares, debentures or participatory interests or an interest in shares, debentures or participatory interests includes a reference to a person who under an option holds or acquires a right to acquire or dispose of a share, debenture or participatory interest or an interest in a share, debenture or participatory interest.
(14) In determining for the purposes of this section whether a person has an interest in a debenture or participatory interest, the provisions of section 7, except subsections (1) and (3) thereof, have effect and in applying those provisions a reference to a share is a reference to a debenture or participatory interest.
(15) For the purposes of the application of this section —(a)
a director or chief executive officer of a company is deemed to hold or have an interest or a right in or over any shares or debentures if —(i)
a wife or husband of the director or chief executive officer (as the case may be) (not being herself or himself a director or chief executive officer thereof) holds or has an interest or a right in or over any shares or debentures; or
(ii)
a child of less than 18 years of age of that director or chief executive officer (as the case may be) (not being himself or herself a director or chief executive officer) holds or has an interest in shares or debentures; and
(b)
any contract, assignment or right of subscription is deemed to have been entered into or exercised or made by, or a grant is deemed as having been made to, the director or chief executive officer (as the case may be) if —(i)
the contract, assignment or right of subscription is entered into, exercised or made by, or a grant is made to, the wife or husband of a director or chief executive officer of a company (not being herself or himself a director or chief executive officer thereof); or
(ii)
the contract, assignment or right of subscription is entered into, exercised or made by, or a grant is made to, a child of less than 18 years of age of a director or chief executive officer of a company (not being himself or herself a director or chief executive officer thereof).[36/2014]
(16) In subsection (15), “child” includes stepson, adopted son, stepdaughter and adopted daughter.[36/2014]
(17) If default is made in complying with this section the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $15,000 or to imprisonment for a term not exceeding 3 years and, in the case of a continuing offence, to a further fine of $1,000 for every day during which the offence continues after conviction.
Power to require disclosure of directors’ emoluments
164A.—(1) If a company is served with a notice sent by or on behalf of —(a)
at least 10% of the total number of members of the company (excluding the company itself if it is registered as a member); or
(b)
a member or members with at least 5% of the total number of issued shares of the company (excluding treasury shares),
requiring the emoluments and other benefits received by the directors of the company or of a subsidiary to be disclosed, the company must —
(c)
within 14 days or such longer period as the Registrar may allow, prepare or cause to be prepared and cause to be audited a statement showing the total amount of emoluments and other benefits paid to or received by each of the directors of the company and each director of a subsidiary; including any amount paid by way of salary, for the financial year immediately preceding the service of the notice;
(d)
when the statement mentioned in paragraph (c) has been audited, within 14 days send a copy of the statement to all persons entitled to receive notice of general meetings of the company; and
(e)
lay the statement before the next general meeting of the company held after the statement is audited.
(2) If default is made in complying with this section, the company and every director of the company shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000.
—(1) If a company is served with a notice sent by or on behalf of —(a)
at least 10% of the total number of members of the company (excluding the company itself if it is registered as a member); or
(b)
a member or members with at least 5% of the total number of issued shares of the company (excluding treasury shares),
requiring the emoluments and other benefits received by the directors of the company or of a subsidiary to be disclosed, the company must —
(c)
within 14 days or such longer period as the Registrar may allow, prepare or cause to be prepared and cause to be audited a statement showing the total amount of emoluments and other benefits paid to or received by each of the directors of the company and each director of a subsidiary; including any amount paid by way of salary, for the financial year immediately preceding the service of the notice;
(d)
when the statement mentioned in paragraph (c) has been audited, within 14 days send a copy of the statement to all persons entitled to receive notice of general meetings of the company; and
(e)
lay the statement before the next general meeting of the company held after the statement is audited.
(2) If default is made in complying with this section, the company and every director of the company shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000.
General duty to make disclosure
165.—(1) Every director and chief executive officer of a company must give written notice to the company —(a)
of such particulars relating to shares, debentures, participatory interests, rights, options and contracts as are necessary for the purposes of compliance by the firstmentioned company with section 164 that are applicable in relation to him or her;
(b)
of particulars of any change in respect of the particulars referred to in paragraph (a) of which notice has been given to the company including the consideration (if any) received as a result of the event giving rise to the change; and
(c)
of such events and matters affecting or relating to himself or herself as are necessary for the purposes of compliance by the company with section 173A that are applicable in relation to him or her.[36/2014]
(2) A notice under subsection (1) must be given —(a)
in the case of a notice under subsection (1)(a), within 2 business days after —(i)
the date on which the director became a director or the chief executive officer became a chief executive officer, as the case may be; or
(ii)
the date on which the director or chief executive officer (as the case may be) became a registered holder of or acquired an interest in the shares, debentures, participatory interests, rights, options or contracts,
whichever last occurs; and
(b)
in the case of a notice under subsection (1)(b), within 2 business days after the occurrence of the event giving rise to the change mentioned in that paragraph.[36/2014]
(3) A company must, within 7 days after it receives a notice given under subsection (1), send a copy of the notice to each of the other directors and chief executive officers of the company.[36/2014]
[Act 24 of 2025 wef 06/05/2026]
(4) It is a defence to a prosecution for failing to comply with subsection (1)(a) or (b) or with subsection (2) if the defendant proves that his or her failure was due to his or her not being aware of a fact or occurrence the existence of which was necessary to constitute the offence and that —(a)
he or she was not so aware on the date of the information or summons; or
(b)
he or she became so aware less than 7 days before the date of the summons.
(5) For the purposes of subsection (4), a person is conclusively presumed to have been aware at a particular time of a fact or occurrence —(a)
of which the person would, if the person had acted with reasonable diligence in the conduct of his or her affairs, have been aware at that time; or
(b)
of which an employee or agent of the person, being an employee or agent having duties or acting in relation to his or her master’s or principal’s interest or interests in a share in or a debenture of or participatory interest issued by the company concerned, was aware or would, if he or she had acted with reasonable diligence in the conduct of his or her master’s or principal’s affairs, have been aware at that time.
(6) In this section —(a)
a reference to a participatory interest is a reference to a unit in a collective investment scheme within the meaning of section 2 of the Securities and Futures Act 2001; and
(b)
a reference to a person who holds or acquires shares, debentures or participatory interests or an interest in shares, debentures or participatory interests includes a reference to a person who under an option holds or acquires a right to acquire a share, debenture, or participatory interest or an interest in a share, debenture or participatory interest.
(7) In determining for the purposes of this section whether a person has an interest in a debenture or participatory interest, the provisions of section 7, except subsections (1) and (3) thereof, have effect and in applying those provisions a reference to a share is a reference to a debenture or participatory interest.
(8) Nothing in section 164 or this section requires a company to enter in its register or requires a director to give notice to the company of matters that are shown in the register kept by the company in accordance with the repealed section 134 as in force immediately before 5 October 1973.
(9) Any director or chief executive officer who fails to comply with subsection (1) or (2) or any company that fails to comply with subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $15,000 or to imprisonment for a term not exceeding 3 years and, in the case of a continuing offence, to a further fine of $1,000 for every day during which the offence continues after conviction.[36/2014]
(10) Subsection (1)(a) and (b) does not apply to a person —(a)
who is a director or chief executive officer of a listed company; and
(b)
who is required to make disclosure of the matters referred to in subsection (1)(a) and (b) of this section under section 133 of the Securities and Futures Act 2001.[2/2009; 36/2014]
—(1) Every director and chief executive officer of a company must give written notice to the company —(a)
of such particulars relating to shares, debentures, participatory interests, rights, options and contracts as are necessary for the purposes of compliance by the firstmentioned company with section 164 that are applicable in relation to him or her;
(b)
of particulars of any change in respect of the particulars referred to in paragraph (a) of which notice has been given to the company including the consideration (if any) received as a result of the event giving rise to the change; and
(c)
of such events and matters affecting or relating to himself or herself as are necessary for the purposes of compliance by the company with section 173A that are applicable in relation to him or her.[36/2014]
(2) A notice under subsection (1) must be given —(a)
in the case of a notice under subsection (1)(a), within 2 business days after —(i)
the date on which the director became a director or the chief executive officer became a chief executive officer, as the case may be; or
(ii)
the date on which the director or chief executive officer (as the case may be) became a registered holder of or acquired an interest in the shares, debentures, participatory interests, rights, options or contracts,
whichever last occurs; and
(b)
in the case of a notice under subsection (1)(b), within 2 business days after the occurrence of the event giving rise to the change mentioned in that paragraph.[36/2014]
(3) A company must, within 7 days after it receives a notice given under subsection (1), send a copy of the notice to each of the other directors and chief executive officers of the company.[36/2014]
[Act 24 of 2025 wef 06/05/2026]
(4) It is a defence to a prosecution for failing to comply with subsection (1)(a) or (b) or with subsection (2) if the defendant proves that his or her failure was due to his or her not being aware of a fact or occurrence the existence of which was necessary to constitute the offence and that —(a)
he or she was not so aware on the date of the information or summons; or
(b)
he or she became so aware less than 7 days before the date of the summons.
(5) For the purposes of subsection (4), a person is conclusively presumed to have been aware at a particular time of a fact or occurrence —(a)
of which the person would, if the person had acted with reasonable diligence in the conduct of his or her affairs, have been aware at that time; or
(b)
of which an employee or agent of the person, being an employee or agent having duties or acting in relation to his or her master’s or principal’s interest or interests in a share in or a debenture of or participatory interest issued by the company concerned, was aware or would, if he or she had acted with reasonable diligence in the conduct of his or her master’s or principal’s affairs, have been aware at that time.
(6) In this section —(a)
a reference to a participatory interest is a reference to a unit in a collective investment scheme within the meaning of section 2 of the Securities and Futures Act 2001; and
(b)
a reference to a person who holds or acquires shares, debentures or participatory interests or an interest in shares, debentures or participatory interests includes a reference to a person who under an option holds or acquires a right to acquire a share, debenture, or participatory interest or an interest in a share, debenture or participatory interest.
(7) In determining for the purposes of this section whether a person has an interest in a debenture or participatory interest, the provisions of section 7, except subsections (1) and (3) thereof, have effect and in applying those provisions a reference to a share is a reference to a debenture or participatory interest.
(8) Nothing in section 164 or this section requires a company to enter in its register or requires a director to give notice to the company of matters that are shown in the register kept by the company in accordance with the repealed section 134 as in force immediately before 5 October 1973.
(9) Any director or chief executive officer who fails to comply with subsection (1) or (2) or any company that fails to comply with subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $15,000 or to imprisonment for a term not exceeding 3 years and, in the case of a continuing offence, to a further fine of $1,000 for every day during which the offence continues after conviction.[36/2014]
(10) Subsection (1)(a) and (b) does not apply to a person —(a)
who is a director or chief executive officer of a listed company; and
(b)
who is required to make disclosure of the matters referred to in subsection (1)(a) and (b) of this section under section 133 of the Securities and Futures Act 2001.[2/2009; 36/2014]
Payments to director for loss of office, etc.
168.—(1) It is not lawful —(a)
for a company to make to any director any payment by way of compensation for loss of office as an officer of the company or of a subsidiary of the company or as consideration for or in connection with his or her retirement from any such office; or
(b)
for any payment to be made to any director of a company in connection with the transfer of the whole or any part of the undertaking or property of the company,
unless particulars with respect to the proposed payment, including the amount thereof, have been disclosed to the members of the company and the proposal has been approved by the company in general meeting and when any such payment has been unlawfully made the amount received by the director is deemed to have been received by him or her in trust for the company.
(1A) The requirement for approval by the company in subsection (1) does not apply in respect of any payment to a director holding a salaried employment or office in the company by way of compensation for termination of employment pursuant to an existing legal obligation arising from an agreement made between the company and the director if —(a)
the amount of the payment does not exceed the total emoluments of the director for the year immediately preceding his or her termination of employment; and
(b)
the particulars with respect to the proposed payment, including the amount thereof, have been disclosed to the members of the company upon or prior to the payment.[36/2014]
(1B) For the purposes of subsection (1A) —(a)
an existing legal obligation is an obligation of the company, or any corporation which is by virtue of section 6 deemed to be related to the company, that was not entered into in connection with, or in consequence of, the event giving rise to the payment for loss of office; and
(b)
if paragraph (a) or (b) of that subsection is not complied with, the amount received by the director is deemed to have been received by him or her on trust for the company.[36/2014]
(2) Where such a payment is to be made to a director in connection with the transfer to any person, as a result of an offer made to shareholders, of all or any of the shares in the company, that director must take all reasonable steps to secure that particulars with respect to the proposed payment, including the amount thereof, are included in or sent with any notice of the offer made for their shares which is given to any shareholders, unless those particulars are furnished to the shareholders by virtue of any requirement of law relating to take‑over offers or any requirement of the Take‑over Code mentioned in section 139 of the Securities and Futures Act 2001.
(3) A director who fails to comply with subsection (2) and a person who has been properly required by a director to include in or send with any notice under this section the particulars required by that subsection and who fails to do so shall be guilty of an offence, and if the requirements of that subsection are not complied with any sum received by the director on account of the payment is deemed to have been received by him or her in trust for any person who has sold the person’s shares as a result of the offer made.
(4) If in connection with any such transfer the price to be paid to a director of the company whose office is to be abolished or who is to retire from office for any shares in the company held by him or her is in excess of the price which could at the time have been obtained by other holders of the like shares or any valuable consideration is given to any such director, the excess or the money value of the consideration (as the case may be) is for the purposes of this section deemed to have been a payment made to the director by way of compensation for loss of office or as consideration for or in connection with his or her retirement from office.
As to payments to directors
(5) Any reference in this section to payments to any director of a company by way of compensation for loss of office or as consideration for or in connection with his or her retirement from office does not include —(a)
any payment under an agreement entered into before 1 January 1967;
(b)
any payment under an agreement particulars of which have been disclosed to and approved by special resolution of the company;
(c)
any bona fide payment by way of damages for breach of contract;
(d)
any bona fide payment by way of pension or lump sum payment in respect of past services, including any superannuation or retiring allowance, superannuation gratuity or similar payment, where the value or amount of the pension or payment, except insofar as it is attributable to contributions made by the director, does not exceed the total emoluments of the director in the 3 years immediately preceding his or her retirement or death; or
(e)
any payment to a director pursuant to an agreement made between the company and him or her before he or she became a director of the company as the consideration or part of the consideration for the director agreeing to serve the company as a director.
(6) This section is in addition to and not in derogation of any rule of law requiring disclosure to be made with respect to any such payments or any other like payment.
(7) In this section, “director” includes any person who has at any time been a director of the company or of a corporation which is by virtue of section 6 deemed to be related to the company.
—(1) It is not lawful —(a)
for a company to make to any director any payment by way of compensation for loss of office as an officer of the company or of a subsidiary of the company or as consideration for or in connection with his or her retirement from any such office; or
(b)
for any payment to be made to any director of a company in connection with the transfer of the whole or any part of the undertaking or property of the company,
unless particulars with respect to the proposed payment, including the amount thereof, have been disclosed to the members of the company and the proposal has been approved by the company in general meeting and when any such payment has been unlawfully made the amount received by the director is deemed to have been received by him or her in trust for the company.
(1A) The requirement for approval by the company in subsection (1) does not apply in respect of any payment to a director holding a salaried employment or office in the company by way of compensation for termination of employment pursuant to an existing legal obligation arising from an agreement made between the company and the director if —(a)
the amount of the payment does not exceed the total emoluments of the director for the year immediately preceding his or her termination of employment; and
(b)
the particulars with respect to the proposed payment, including the amount thereof, have been disclosed to the members of the company upon or prior to the payment.[36/2014]
(1B) For the purposes of subsection (1A) —(a)
an existing legal obligation is an obligation of the company, or any corporation which is by virtue of section 6 deemed to be related to the company, that was not entered into in connection with, or in consequence of, the event giving rise to the payment for loss of office; and
(b)
if paragraph (a) or (b) of that subsection is not complied with, the amount received by the director is deemed to have been received by him or her on trust for the company.[36/2014]
(2) Where such a payment is to be made to a director in connection with the transfer to any person, as a result of an offer made to shareholders, of all or any of the shares in the company, that director must take all reasonable steps to secure that particulars with respect to the proposed payment, including the amount thereof, are included in or sent with any notice of the offer made for their shares which is given to any shareholders, unless those particulars are furnished to the shareholders by virtue of any requirement of law relating to take‑over offers or any requirement of the Take‑over Code mentioned in section 139 of the Securities and Futures Act 2001.
(3) A director who fails to comply with subsection (2) and a person who has been properly required by a director to include in or send with any notice under this section the particulars required by that subsection and who fails to do so shall be guilty of an offence, and if the requirements of that subsection are not complied with any sum received by the director on account of the payment is deemed to have been received by him or her in trust for any person who has sold the person’s shares as a result of the offer made.
(4) If in connection with any such transfer the price to be paid to a director of the company whose office is to be abolished or who is to retire from office for any shares in the company held by him or her is in excess of the price which could at the time have been obtained by other holders of the like shares or any valuable consideration is given to any such director, the excess or the money value of the consideration (as the case may be) is for the purposes of this section deemed to have been a payment made to the director by way of compensation for loss of office or as consideration for or in connection with his or her retirement from office.
(5) Any reference in this section to payments to any director of a company by way of compensation for loss of office or as consideration for or in connection with his or her retirement from office does not include —(a)
any payment under an agreement entered into before 1 January 1967;
(b)
any payment under an agreement particulars of which have been disclosed to and approved by special resolution of the company;
(c)
any bona fide payment by way of damages for breach of contract;
(d)
any bona fide payment by way of pension or lump sum payment in respect of past services, including any superannuation or retiring allowance, superannuation gratuity or similar payment, where the value or amount of the pension or payment, except insofar as it is attributable to contributions made by the director, does not exceed the total emoluments of the director in the 3 years immediately preceding his or her retirement or death; or
(e)
any payment to a director pursuant to an agreement made between the company and him or her before he or she became a director of the company as the consideration or part of the consideration for the director agreeing to serve the company as a director.
(6) This section is in addition to and not in derogation of any rule of law requiring disclosure to be made with respect to any such payments or any other like payment.
(7) In this section, “director” includes any person who has at any time been a director of the company or of a corporation which is by virtue of section 6 deemed to be related to the company.
Provision and improvement of director’s emoluments
169.—(1) A company must not at any meeting or otherwise provide emoluments or improve emoluments for a director of a company in respect of his or her office as such unless the provision is approved by a resolution that is not related to other matters and any resolution passed in breach of this section is void.(2) In this section, “emoluments” in relation to a director includes fees and percentages, any sums paid by way of expenses allowance insofar as those sums are charged to income tax in Singapore, any contribution paid in respect of a director under any pension scheme and any benefits received by him or her otherwise than in cash in respect of his or her services as director.
—(1) A company must not at any meeting or otherwise provide emoluments or improve emoluments for a director of a company in respect of his or her office as such unless the provision is approved by a resolution that is not related to other matters and any resolution passed in breach of this section is void.
(2) In this section, “emoluments” in relation to a director includes fees and percentages, any sums paid by way of expenses allowance insofar as those sums are charged to income tax in Singapore, any contribution paid in respect of a director under any pension scheme and any benefits received by him or her otherwise than in cash in respect of his or her services as director.
Secretary
171.—(1) Every company must have one or more secretaries each of whom must be a natural person who has his or her principal or only place of residence in Singapore and who is not debarred under section 155B from acting as secretary of the company.[36/2014]
(1A) It is the duty of the directors of a company to take all reasonable steps to secure that each secretary of the company is a person who appears to them to have the requisite knowledge and experience to discharge the functions of secretary of the company.
(1AA) In addition, it is the duty of the directors of a public company to take all reasonable steps to secure that each secretary of the company is a person who —(a)
on 15 May 1987 held the office of secretary in that company and continued to hold that office on 15 May 2003; or
(b)
satisfies such requirements relating to experience, professional and academic requirements and membership of professional associations, as may be prescribed.[36/2014]
(1AB) The Registrar may require a private company to appoint a person who satisfies subsection (1AA)(b) as its secretary if the Registrar is satisfied that the company has failed to comply with any provision of this Act with respect to the keeping of any register or other record.[36/2014]
(1B) Any person who is appointed by the directors of a company as a secretary must, at the time of his or her appointment, by himself or herself or through a registered qualified individual authorised by him or her, file with the Registrar a declaration in the prescribed form that he or she consents to act as secretary and providing the prescribed particulars.[36/2014]
(1C) A person to whom subsection (1AA)(a) applies who, after 15 May 1987, becomes a secretary of another company and is not qualified to act as secretary under subsection (1AA)(b) is not to be regarded as being a person who is qualified to discharge the functions of secretary under this subsection.[36/2014]
(1D) In this section and sections 173 to 173I, “secretary” includes an assistant or deputy secretary.[36/2014]
(1E) Where a director is the sole director of a company, he or she must not act or be appointed as the secretary of the company.
(2) Subsection (1) does not operate to prevent a corporation which was acting as the secretary of a company immediately before 29 December 1967 from continuing to act as secretary of that company for a period of 12 months after that date.
(3) The secretary or secretaries are to be appointed by the directors and at least one of those secretaries must be present at the registered office of the company by himself or herself or his or her agent or clerk on the days and at the hours during which the registered office is to be accessible to the public.
(3A) Despite subsection (3), a secretary or his or her agent or clerk of a private company need not be physically present at the registered office during the times specified in that subsection if a secretary or his or her agent or clerk of the private company is readily contactable by a person at the registered office by telephone or other means of instantaneous communication during those times.[36/2014]
(4) Subject to subsection (4A), anything required or authorised to be done by or in relation to the secretary may, if the office is vacant or for any other reason the secretary is not capable of acting, be done by or in relation to any assistant or deputy secretary or, if there is no assistant or deputy secretary capable of acting, by or in relation to any officer of the company authorised generally or specially in that behalf by the directors.
(4A) The office of secretary must not be left vacant for more than 6 months at any one time.
(5) A provision requiring or authorising a thing to be done by or in relation to a director and the secretary is not satisfied by its being done by or in relation to the same person acting both as director and as, or in place of, the secretary.
—(1) Every company must have one or more secretaries each of whom must be a natural person who has his or her principal or only place of residence in Singapore and who is not debarred under section 155B from acting as secretary of the company.[36/2014]
(1A) It is the duty of the directors of a company to take all reasonable steps to secure that each secretary of the company is a person who appears to them to have the requisite knowledge and experience to discharge the functions of secretary of the company.
(1AA) In addition, it is the duty of the directors of a public company to take all reasonable steps to secure that each secretary of the company is a person who —(a)
on 15 May 1987 held the office of secretary in that company and continued to hold that office on 15 May 2003; or
(b)
satisfies such requirements relating to experience, professional and academic requirements and membership of professional associations, as may be prescribed.[36/2014]
(1AB) The Registrar may require a private company to appoint a person who satisfies subsection (1AA)(b) as its secretary if the Registrar is satisfied that the company has failed to comply with any provision of this Act with respect to the keeping of any register or other record.[36/2014]
(1B) Any person who is appointed by the directors of a company as a secretary must, at the time of his or her appointment, by himself or herself or through a registered qualified individual authorised by him or her, file with the Registrar a declaration in the prescribed form that he or she consents to act as secretary and providing the prescribed particulars.[36/2014]
(1C) A person to whom subsection (1AA)(a) applies who, after 15 May 1987, becomes a secretary of another company and is not qualified to act as secretary under subsection (1AA)(b) is not to be regarded as being a person who is qualified to discharge the functions of secretary under this subsection.[36/2014]
(1D) In this section and sections 173 to 173I, “secretary” includes an assistant or deputy secretary.[36/2014]
(1E) Where a director is the sole director of a company, he or she must not act or be appointed as the secretary of the company.
(2) Subsection (1) does not operate to prevent a corporation which was acting as the secretary of a company immediately before 29 December 1967 from continuing to act as secretary of that company for a period of 12 months after that date.
(3) The secretary or secretaries are to be appointed by the directors and at least one of those secretaries must be present at the registered office of the company by himself or herself or his or her agent or clerk on the days and at the hours during which the registered office is to be accessible to the public.
(3A) Despite subsection (3), a secretary or his or her agent or clerk of a private company need not be physically present at the registered office during the times specified in that subsection if a secretary or his or her agent or clerk of the private company is readily contactable by a person at the registered office by telephone or other means of instantaneous communication during those times.[36/2014]
(4) Subject to subsection (4A), anything required or authorised to be done by or in relation to the secretary may, if the office is vacant or for any other reason the secretary is not capable of acting, be done by or in relation to any assistant or deputy secretary or, if there is no assistant or deputy secretary capable of acting, by or in relation to any officer of the company authorised generally or specially in that behalf by the directors.
(4A) The office of secretary must not be left vacant for more than 6 months at any one time.
(5) A provision requiring or authorising a thing to be done by or in relation to a director and the secretary is not satisfied by its being done by or in relation to the same person acting both as director and as, or in place of, the secretary.
Provision protecting officers from liability
172.—(1) Any provision that purports to exempt an officer of a company (to any extent) from any liability that would otherwise attach to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.[36/2014]
(2) Any provision by which a company directly or indirectly provides an indemnity (to any extent) for an officer of the company against any liability attaching to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void, except as permitted by section 172A or 172B.[36/2014]
(3) This section applies to any provision, whether contained in a company’s constitution or in any contract with the company or otherwise.[36/2014]
—(1) Any provision that purports to exempt an officer of a company (to any extent) from any liability that would otherwise attach to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.[36/2014]
(2) Any provision by which a company directly or indirectly provides an indemnity (to any extent) for an officer of the company against any liability attaching to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void, except as permitted by section 172A or 172B.[36/2014]
(3) This section applies to any provision, whether contained in a company’s constitution or in any contract with the company or otherwise.[36/2014]
Provision of insurance
172A. Section 172(2) does not prevent a company from purchasing and maintaining for an officer of the company insurance against any such liability mentioned in that subsection.[36/2014]
Third party indemnity
172B.—(1) Section 172(2) does not apply where the provision for indemnity is against liability incurred by the officer to a person other than the company, except when the indemnity is against —(a)
any liability of the officer to pay —(i)
a fine in criminal proceedings; or
(ii)
a sum payable to a regulatory authority by way of a penalty in respect of non‑compliance with any requirement of a regulatory nature (however arising); or
(b)
any liability incurred by the officer —(i)
in defending criminal proceedings in which he or she is convicted;
(ii)
in defending civil proceedings brought by the company or a company that is deemed to be related to the company by virtue of section 6, in which judgment is given against him or her; or[Act 24 of 2025 wef 06/05/2026]
(iii)
in connection with an application for relief referred to in subsection (4) in which the court refuses to grant him or her relief.[36/2014]
(2) The references in subsection (1)(b) to a conviction, judgment or refusal of relief are references to the final decision in the proceedings.[36/2014]
(3) For the purposes of subsection (2) —(a)
a conviction, judgment or refusal of relief becomes final —(i)
if it is not appealed against — at the end of the period for bringing an appeal; or
(ii)
if it is appealed against — at the time when the appeal (or any further appeal) is disposed of; and
(b)
an appeal (or further appeal) is disposed of —(i)
if it is determined and there is no right of further appeal, or if there is a right of further appeal, the period for bringing any further appeal has ended; or
(ii)
if it is abandoned or otherwise ceases to have effect.[36/2014]
(4) The reference in subsection (1)(b)(iii) to an application for relief is to an application for relief under section 76A(13) or 391.[36/2014]
—(1) Section 172(2) does not apply where the provision for indemnity is against liability incurred by the officer to a person other than the company, except when the indemnity is against —(a)
any liability of the officer to pay —(i)
a fine in criminal proceedings; or
(ii)
a sum payable to a regulatory authority by way of a penalty in respect of non‑compliance with any requirement of a regulatory nature (however arising); or
(b)
any liability incurred by the officer —(i)
in defending criminal proceedings in which he or she is convicted;
(ii)
in defending civil proceedings brought by the company or a company that is deemed to be related to the company by virtue of section 6, in which judgment is given against him or her; or[Act 24 of 2025 wef 06/05/2026]
(iii)
in connection with an application for relief referred to in subsection (4) in which the court refuses to grant him or her relief.[36/2014]
(2) The references in subsection (1)(b) to a conviction, judgment or refusal of relief are references to the final decision in the proceedings.[36/2014]
(3) For the purposes of subsection (2) —(a)
a conviction, judgment or refusal of relief becomes final —(i)
if it is not appealed against — at the end of the period for bringing an appeal; or
(ii)
if it is appealed against — at the time when the appeal (or any further appeal) is disposed of; and
(b)
an appeal (or further appeal) is disposed of —(i)
if it is determined and there is no right of further appeal, or if there is a right of further appeal, the period for bringing any further appeal has ended; or
(ii)
if it is abandoned or otherwise ceases to have effect.[36/2014]
(4) The reference in subsection (1)(b)(iii) to an application for relief is to an application for relief under section 76A(13) or 391.[36/2014]
Registers of directors, chief executive officers, secretaries and auditors
173.—(1) The Registrar must, in respect of each company, keep a register of the company’s —(a)
directors;
(b)
chief executive officers;
(c)
secretaries; and
(d)
auditors (if any).[36/2014]
(2) The register under subsection (1) is to be kept in such form as the Registrar may determine.[36/2014]
(3) Subject to subsection (4), the register of a company’s directors must contain the following information in respect of each director of the company:(a)
full name and any former name;
(b)
residential address;[Act 21 of 2024 wef 09/12/2024]
(ba)
contact address;[Act 21 of 2024 wef 09/12/2024]
(c)
nationality;
(d)
identification;
(e)
date of appointment;
(f)
date of cessation of appointment.[36/2014]
(4) The Registrar need only keep any former name of a director in the register of the company for a period of 5 years from the date on which the name was furnished to the Registrar.[36/2014]
(5) The register of a company’s chief executive officers must contain the following information in respect of each chief executive officer of the company:(a)
full name;
(b)
residential address;[Act 21 of 2024 wef 09/12/2024]
(ba)
contact address;[Act 21 of 2024 wef 09/12/2024]
(c)
nationality;
(d)
identification;
(e)
date of appointment;
(f)
date of cessation of appointment.[36/2014]
(6) The register of a company’s secretaries must contain the following information in respect of each secretary of the company:(a)
full name;
(b)
residential address;[Act 21 of 2024 wef 09/12/2024]
(ba)
contact address;[Act 21 of 2024 wef 09/12/2024]
(c)
identification;
(d)
date of appointment;
(e)
date of cessation of appointment.[36/2014]
(7) The register of a company’s auditors must contain the following information in respect of each auditor of the company:(a)
full name;
(b)
an address at which the auditors may be contacted;
(c)
identification, if any;
(d)
date of appointment;
(e)
date of cessation of appointment.[36/2014]
(8) An entry in the register of directors, register of chief executive officers, register of secretaries and register of auditors required to be kept by the Registrar under this section, is prima facie evidence of the truth of any matters which are by this Act directed or authorised to be entered or inserted in the respective register.[36/2014]
(9) A certificate of the Registrar setting out any of the particulars required to be entered or inserted in the register of directors, register of chief executive officers, register of secretaries or register of auditors required to be kept by the Registrar under this section shall in all courts and before all persons and bodies authorised by law to receive evidence be received as prima facie evidence of the entry of such particulars in the respective register.[36/2014]
(10) A certificate of the Registrar stating that, at the time specified in the certificate, a person was named as director, chief executive officer, secretary or auditor of the company in the register of directors, register of chief executive officers, register of secretaries or register of auditors (as the case may be) shall in all courts and before all persons and bodies authorised by law be received as prima facie evidence of the fact, until by a notification of change given to the Registrar it appears that the person has ceased to be or becomes disqualified to act as such a director, chief executive officer, secretary or auditor, as the case may be.[36/2014]
(11) For the purposes of this section, a director includes an alternate, a substitute or a local director.[Act 21 of 2024 wef 09/12/2024]
(12) [Deleted by Act 21 of 2024 wef 09/12/2024]
(13) [Deleted by Act 21 of 2024 wef 09/12/2024]
(14) Any document required to be served under this Act on any person who is a director, chief executive officer or secretary is sufficiently served if addressed to the person and left at or sent by post to his or her residential address or contact address (as the case may be) which is entered in the register of directors, register of chief executive officers or register of secretaries kept by the Registrar under this section.[36/2014]
[Act 21 of 2024 wef 09/12/2024]
(15) Any document required to be served under this Act on a person who is for the time being an auditor of a company is sufficiently served if addressed to the person and left at or sent by post to the address which is entered in the register of auditors kept by the Registrar under this section.[36/2014]
—(1) The Registrar must, in respect of each company, keep a register of the company’s —(a)
directors;
(b)
chief executive officers;
(c)
secretaries; and
(d)
auditors (if any).[36/2014]
(2) The register under subsection (1) is to be kept in such form as the Registrar may determine.[36/2014]
(3) Subject to subsection (4), the register of a company’s directors must contain the following information in respect of each director of the company:(a)
full name and any former name;
(b)
residential address;[Act 21 of 2024 wef 09/12/2024]
(ba)
contact address;[Act 21 of 2024 wef 09/12/2024]
(c)
nationality;
(d)
identification;
(e)
date of appointment;
(f)
date of cessation of appointment.[36/2014]
(4) The Registrar need only keep any former name of a director in the register of the company for a period of 5 years from the date on which the name was furnished to the Registrar.[36/2014]
(5) The register of a company’s chief executive officers must contain the following information in respect of each chief executive officer of the company:(a)
full name;
(b)
residential address;[Act 21 of 2024 wef 09/12/2024]
(ba)
contact address;[Act 21 of 2024 wef 09/12/2024]
(c)
nationality;
(d)
identification;
(e)
date of appointment;
(f)
date of cessation of appointment.[36/2014]
(6) The register of a company’s secretaries must contain the following information in respect of each secretary of the company:(a)
full name;
(b)
residential address;[Act 21 of 2024 wef 09/12/2024]
(ba)
contact address;[Act 21 of 2024 wef 09/12/2024]
(c)
identification;
(d)
date of appointment;
(e)
date of cessation of appointment.[36/2014]
(7) The register of a company’s auditors must contain the following information in respect of each auditor of the company:(a)
full name;
(b)
an address at which the auditors may be contacted;
(c)
identification, if any;
(d)
date of appointment;
(e)
date of cessation of appointment.[36/2014]
(8) An entry in the register of directors, register of chief executive officers, register of secretaries and register of auditors required to be kept by the Registrar under this section, is prima facie evidence of the truth of any matters which are by this Act directed or authorised to be entered or inserted in the respective register.[36/2014]
(9) A certificate of the Registrar setting out any of the particulars required to be entered or inserted in the register of directors, register of chief executive officers, register of secretaries or register of auditors required to be kept by the Registrar under this section shall in all courts and before all persons and bodies authorised by law to receive evidence be received as prima facie evidence of the entry of such particulars in the respective register.[36/2014]
(10) A certificate of the Registrar stating that, at the time specified in the certificate, a person was named as director, chief executive officer, secretary or auditor of the company in the register of directors, register of chief executive officers, register of secretaries or register of auditors (as the case may be) shall in all courts and before all persons and bodies authorised by law be received as prima facie evidence of the fact, until by a notification of change given to the Registrar it appears that the person has ceased to be or becomes disqualified to act as such a director, chief executive officer, secretary or auditor, as the case may be.[36/2014]
(11) For the purposes of this section, a director includes an alternate, a substitute or a local director.[Act 21 of 2024 wef 09/12/2024]
(12) [Deleted by Act 21 of 2024 wef 09/12/2024]
(13) [Deleted by Act 21 of 2024 wef 09/12/2024]
(14) Any document required to be served under this Act on any person who is a director, chief executive officer or secretary is sufficiently served if addressed to the person and left at or sent by post to his or her residential address or contact address (as the case may be) which is entered in the register of directors, register of chief executive officers or register of secretaries kept by the Registrar under this section.[36/2014]
[Act 21 of 2024 wef 09/12/2024]
(15) Any document required to be served under this Act on a person who is for the time being an auditor of a company is sufficiently served if addressed to the person and left at or sent by post to the address which is entered in the register of auditors kept by the Registrar under this section.[36/2014]
Duty of company to provide information on directors, chief executive officers, secretaries and auditors
173A.—(1) A company must by notice furnish to the Registrar —(a)
within 14 days after a person becomes a director, chief executive officer, secretary or auditor, the information required under section 173(3), (5), (6) or (7), as the case may be;[Act 24 of 2025 wef 06/05/2026]
(b)
within 14 days after any change in the appointment of any director, chief executive officer, secretary or auditor, particulars of any change in the information required to be contained in the register of directors, chief executive officers, secretaries or auditors mentioned in section 173(3), (5), (6) or (7) resulting from the change in the appointment;[Act 24 of 2025 wef 06/05/2026]
(c)
within 14 days after any change in the information required to be contained in the register of directors, chief executive officers, secretaries or auditors mentioned in section 173(3), (5), (6) or (7), particulars of the change; and[Act 24 of 2025 wef 06/05/2026]
(d)
within 14 days after the company becomes aware that a person has ceased to be qualified to act as a director of the company by virtue of section 148(1), 154(1), 155(1), 155A(1), 155C(1) or 155D(1), or by a disqualification order made by the Court under section 149, 149A or 154(2) (whether or not the company becomes aware of that fact due to the person notifying the company of that fact in accordance with section 173E(1)(a)), the following information:(i)
the fact that the person has ceased to be qualified to act as a director of the company;
(ii)
the provision of this Act under which the person ceased to be qualified to act as a director of the company or the disqualification order was made;
(iii)
the date on which the person ceased to be qualified to act as a director of the company.[Act 24 of 2025 wef 06/05/2026]
[36/2014]
(2) [Deleted by Act 21 of 2024 wef 09/12/2024]
(3) The information to be furnished to the Registrar under subsection (1) must be given in a notice in such form as may be prescribed or, if not prescribed, in such form as the Registrar may determine.[36/2014]
—(1) A company must by notice furnish to the Registrar —(a)
within 14 days after a person becomes a director, chief executive officer, secretary or auditor, the information required under section 173(3), (5), (6) or (7), as the case may be;[Act 24 of 2025 wef 06/05/2026]
(b)
within 14 days after any change in the appointment of any director, chief executive officer, secretary or auditor, particulars of any change in the information required to be contained in the register of directors, chief executive officers, secretaries or auditors mentioned in section 173(3), (5), (6) or (7) resulting from the change in the appointment;[Act 24 of 2025 wef 06/05/2026]
(c)
within 14 days after any change in the information required to be contained in the register of directors, chief executive officers, secretaries or auditors mentioned in section 173(3), (5), (6) or (7), particulars of the change; and[Act 24 of 2025 wef 06/05/2026]
(d)
within 14 days after the company becomes aware that a person has ceased to be qualified to act as a director of the company by virtue of section 148(1), 154(1), 155(1), 155A(1), 155C(1) or 155D(1), or by a disqualification order made by the Court under section 149, 149A or 154(2) (whether or not the company becomes aware of that fact due to the person notifying the company of that fact in accordance with section 173E(1)(a)), the following information:(i)
the fact that the person has ceased to be qualified to act as a director of the company;
(ii)
the provision of this Act under which the person ceased to be qualified to act as a director of the company or the disqualification order was made;
(iii)
the date on which the person ceased to be qualified to act as a director of the company.[Act 24 of 2025 wef 06/05/2026]
[36/2014]
(2) [Deleted by Act 21 of 2024 wef 09/12/2024]
(3) The information to be furnished to the Registrar under subsection (1) must be given in a notice in such form as may be prescribed or, if not prescribed, in such form as the Registrar may determine.[36/2014]
Duty of directors, chief executive officers, secretaries and auditors to provide information to company
173B.—(1) A director, a chief executive officer, a secretary or an auditor (as the case may be) must give the company —(a)
any information the company needs to comply with section 173A(1)(a) as soon as practicable but not later than 14 days after his or her initial appointment unless he or she has previously given the information to the company in writing; and
(b)
any information the company needs to comply with section 173A(1)(b) or (c) as soon as practicable but not later than 14 days after any change to the information referred to in section 173(3), (5), (6) and (7).[36/2014]
[Act 24 of 2025 wef 06/05/2026]
(2) Despite subsection (1), a director, a chief executive officer, a secretary or an auditor (as the case may be) must, subject to subsection (3), provide any information referred to in section 173(3), (5), (6) or (7) for the purpose of enabling the company to confirm its record of such information or reinstate its record of the information where the original record of the information has been destroyed or lost.[36/2014]
(3) The director, chief executive officer, secretary or auditor (as the case may be) mentioned in subsection (2) must furnish the information to the company as soon as practicable but not later than 14 days after receipt of a written request for such information from the company.[36/2014]
(4) [Deleted by Act 21 of 2024 wef 09/12/2024]
—(1) A director, a chief executive officer, a secretary or an auditor (as the case may be) must give the company —(a)
any information the company needs to comply with section 173A(1)(a) as soon as practicable but not later than 14 days after his or her initial appointment unless he or she has previously given the information to the company in writing; and
(b)
any information the company needs to comply with section 173A(1)(b) or (c) as soon as practicable but not later than 14 days after any change to the information referred to in section 173(3), (5), (6) and (7).[36/2014]
[Act 24 of 2025 wef 06/05/2026]
(2) Despite subsection (1), a director, a chief executive officer, a secretary or an auditor (as the case may be) must, subject to subsection (3), provide any information referred to in section 173(3), (5), (6) or (7) for the purpose of enabling the company to confirm its record of such information or reinstate its record of the information where the original record of the information has been destroyed or lost.[36/2014]
(3) The director, chief executive officer, secretary or auditor (as the case may be) mentioned in subsection (2) must furnish the information to the company as soon as practicable but not later than 14 days after receipt of a written request for such information from the company.[36/2014]
(4) [Deleted by Act 21 of 2024 wef 09/12/2024]
Duty of company to keep consents of directors and secretaries
173C. Every company must keep at its registered office —(a)
in respect of each director —(i)
a signed copy of his or her consent to act as director;
(ii)
a statement that he or she is not disqualified to act as director under this Act or under any other written law; and
(iii)
documentary evidence (if any) of any change in his or her name; and
(b)
in respect of a secretary, a signed copy of his or her consent to act as secretary.[36/2014]
Saving and transitional provisions for existing particulars of directors, chief executive officers, secretaries and auditors before 3 January 2016
173D.—(1) In the case of a company incorporated before 3 January 2016 the name and particulars of the persons who were lodged with the Registrar as a director, a secretary or an auditor of the company under section 173 in force immediately before that date, must be entered in the company’s register of directors, register of secretaries or register of auditors (whichever may be applicable) referred to in section 173, until a notification of any change to the information referred to in section 173(3), (6) or (7) is received by the Registrar under section 173A(1)(b) or (c).[36/2014]
[Act 24 of 2025 wef 06/05/2026]
(2) Where a company mentioned in subsection (1) has lodged the name and particulars of one or more managers with the Registrar as a manager or managers (as the case may be) of the company under section 173 in force immediately before 3 January 2016, the name and particulars of the manager or managers (as the case may be) must be entered in the company’s register of chief executive officers referred to in section 173, until a notification of any change in the information referred to in section 173(5) is received by the Registrar under section 173A(1)(b) or (c).[36/2014]
[Act 24 of 2025 wef 06/05/2026]
(3) For the purposes of subsections (1) and (2) —(a)
the address lodged with the Registrar in respect of any director or secretary under section 173 in force immediately before 3 January 2016 must be entered as his or her residential address;
(b)
the address lodged with the Registrar in respect of any manager under section 173 in force immediately before 3 January 2016 must be entered as his or her residential address in his or her capacity as chief executive officer of the company; and
(c)
the address lodged with the Registrar in respect of any auditor under section 173 in force immediately before 3 January 2016, must be entered as the auditor’s address.[36/2014]
[Act 21 of 2024 wef 09/12/2024]
—(1) In the case of a company incorporated before 3 January 2016 the name and particulars of the persons who were lodged with the Registrar as a director, a secretary or an auditor of the company under section 173 in force immediately before that date, must be entered in the company’s register of directors, register of secretaries or register of auditors (whichever may be applicable) referred to in section 173, until a notification of any change to the information referred to in section 173(3), (6) or (7) is received by the Registrar under section 173A(1)(b) or (c).[36/2014]
[Act 24 of 2025 wef 06/05/2026]
(2) Where a company mentioned in subsection (1) has lodged the name and particulars of one or more managers with the Registrar as a manager or managers (as the case may be) of the company under section 173 in force immediately before 3 January 2016, the name and particulars of the manager or managers (as the case may be) must be entered in the company’s register of chief executive officers referred to in section 173, until a notification of any change in the information referred to in section 173(5) is received by the Registrar under section 173A(1)(b) or (c).[36/2014]
[Act 24 of 2025 wef 06/05/2026]
(3) For the purposes of subsections (1) and (2) —(a)
the address lodged with the Registrar in respect of any director or secretary under section 173 in force immediately before 3 January 2016 must be entered as his or her residential address;
(b)
the address lodged with the Registrar in respect of any manager under section 173 in force immediately before 3 January 2016 must be entered as his or her residential address in his or her capacity as chief executive officer of the company; and
(c)
the address lodged with the Registrar in respect of any auditor under section 173 in force immediately before 3 January 2016, must be entered as the auditor’s address.[36/2014]
[Act 21 of 2024 wef 09/12/2024]
Self‑notification in certain circumstances
173E.—(1) A director who ceases on or after the date of commencement of section 66 of the Corporate and Accounting Laws (Amendment) Act 2025 to be qualified to act as a director by virtue of section 148(1), 154(1), 155(1), 155A(1), 155C(1) or 155D(1), or by a disqualification order made by the Court under section 149, 149A or 154(2) —(a)
must, without affecting section 165(1)(c), notify the company of his or her disqualification as soon as practicable but not later than 14 days after the disqualification; and
(b)
may give the notice mentioned in section 173A(1)(b), (c) or (d) to the Registrar if the director has reasonable cause to believe that the company will not do so.[Act 24 of 2025 wef 06/05/2026]
(2) A director who resigns from office and who has given notice of his or her resignation to the company, or a director who is removed or retires from office, may give the notice referred to in section 173A(1)(b) to the Registrar if the director has reasonable cause to believe that the company will not do so.[36/2014]
(3) A secretary who resigns from office and who has given notice of his or her resignation to the company, or a secretary who is removed or retires from office, may give the notice referred to in section 173A(1)(b) to the Registrar if the secretary has reasonable cause to believe that the company will not do so.[36/2014]
(4) A director, chief executive officer or secretary who has changed his or her residential address or contact address (as the case may be) which is entered in the register of directors, register of chief executive officers or register of secretaries kept by the Registrar under section 173, or an auditor who has changed the auditor’s address which is entered in the register of auditors kept by the Registrar under section 173, may give the notice referred to in section 173A(1)(c) to the Registrar if he or she has reasonable cause to believe that the company will not do so.[36/2014]
[Act 21 of 2024 wef 09/12/2024]
[Act 24 of 2025 wef 06/05/2026]
—(1) A director who ceases on or after the date of commencement of section 66 of the Corporate and Accounting Laws (Amendment) Act 2025 to be qualified to act as a director by virtue of section 148(1), 154(1), 155(1), 155A(1), 155C(1) or 155D(1), or by a disqualification order made by the Court under section 149, 149A or 154(2) —(a)
must, without affecting section 165(1)(c), notify the company of his or her disqualification as soon as practicable but not later than 14 days after the disqualification; and
(b)
may give the notice mentioned in section 173A(1)(b), (c) or (d) to the Registrar if the director has reasonable cause to believe that the company will not do so.[Act 24 of 2025 wef 06/05/2026]
(2) A director who resigns from office and who has given notice of his or her resignation to the company, or a director who is removed or retires from office, may give the notice referred to in section 173A(1)(b) to the Registrar if the director has reasonable cause to believe that the company will not do so.[36/2014]
(3) A secretary who resigns from office and who has given notice of his or her resignation to the company, or a secretary who is removed or retires from office, may give the notice referred to in section 173A(1)(b) to the Registrar if the secretary has reasonable cause to believe that the company will not do so.[36/2014]
(4) A director, chief executive officer or secretary who has changed his or her residential address or contact address (as the case may be) which is entered in the register of directors, register of chief executive officers or register of secretaries kept by the Registrar under section 173, or an auditor who has changed the auditor’s address which is entered in the register of auditors kept by the Registrar under section 173, may give the notice referred to in section 173A(1)(c) to the Registrar if he or she has reasonable cause to believe that the company will not do so.[36/2014]
[Act 21 of 2024 wef 09/12/2024]
[Act 24 of 2025 wef 06/05/2026]
Amendment of register by Registrar to indicate death or disqualification
173F.—(1) Where the Registrar has reasonable cause to believe that a director of a company has been disqualified, under or by virtue of section 148, 149, 149A, 154, 155, 155A, 155C or 155D —(a)
from being a director of the company; or
(b)
from acting as a director of the company,
the Registrar may on his or her own initiative amend the register of directors of the company kept by the Registrar under section 173 to indicate that the person has been disqualified from being or acting as a director (as the case may be) by virtue of that fact.
[Act 21 of 2024 wef 09/12/2024]
(1A) Where the Registrar has reasonable cause to believe that a director of a company is dead, the Registrar may on his or her own initiative amend the register of directors of the company kept by the Registrar under section 173 to indicate that the person has ceased to be a director by virtue of that fact.[Act 21 of 2024 wef 09/12/2024]
(2) Where the Registrar has reasonable cause to believe that a chief executive officer of a company is dead, the Registrar may on his or her own initiative amend the register of chief executive officers of the company kept by the Registrar under section 173 to indicate that the person has ceased to be a chief executive officer of the company by virtue of that fact.[36/2014]
(3) Where the Registrar has reasonable cause to believe that a secretary of a company is dead, the Registrar may on his or her own initiative amend the register of secretaries of the company kept by the Registrar under section 173 to indicate that the person has ceased to be a secretary of the company by virtue of that fact.[36/2014]
(4) Where the Registrar has reasonable cause to believe that the auditor of a company —(a)
has had its registration as an accounting entity suspended or removed; or
(b)
being an individual is dead,
the Registrar may on his or her own initiative amend the register of auditors of the company kept by the Registrar under section 173 to indicate that the person has ceased to be an auditor of the company by virtue of that fact.
[36/2014]
(5) Where the Registrar has reasonable cause to believe that he or she has made an amendment to the relevant register under subsection (1), (1A), (2), (3) or (4) under a mistaken belief that a director, a chief executive officer, a secretary or an auditor (as the case may be) of a company has ceased to be a director, a chief executive officer, a secretary or an auditor (as the case may be) of the company, the Registrar may on his or her own initiative amend the register of directors, register of chief executive officers, register of secretaries or register of auditors to restore the name of the person in such register.[36/2014]
[Act 21 of 2024 wef 09/12/2024]
—(1) Where the Registrar has reasonable cause to believe that a director of a company has been disqualified, under or by virtue of section 148, 149, 149A, 154, 155, 155A, 155C or 155D —(a)
from being a director of the company; or
(b)
from acting as a director of the company,
the Registrar may on his or her own initiative amend the register of directors of the company kept by the Registrar under section 173 to indicate that the person has been disqualified from being or acting as a director (as the case may be) by virtue of that fact.
[Act 21 of 2024 wef 09/12/2024]
(1A) Where the Registrar has reasonable cause to believe that a director of a company is dead, the Registrar may on his or her own initiative amend the register of directors of the company kept by the Registrar under section 173 to indicate that the person has ceased to be a director by virtue of that fact.[Act 21 of 2024 wef 09/12/2024]
(2) Where the Registrar has reasonable cause to believe that a chief executive officer of a company is dead, the Registrar may on his or her own initiative amend the register of chief executive officers of the company kept by the Registrar under section 173 to indicate that the person has ceased to be a chief executive officer of the company by virtue of that fact.[36/2014]
(3) Where the Registrar has reasonable cause to believe that a secretary of a company is dead, the Registrar may on his or her own initiative amend the register of secretaries of the company kept by the Registrar under section 173 to indicate that the person has ceased to be a secretary of the company by virtue of that fact.[36/2014]
(4) Where the Registrar has reasonable cause to believe that the auditor of a company —(a)
has had its registration as an accounting entity suspended or removed; or
(b)
being an individual is dead,
the Registrar may on his or her own initiative amend the register of auditors of the company kept by the Registrar under section 173 to indicate that the person has ceased to be an auditor of the company by virtue of that fact.
[36/2014]
(5) Where the Registrar has reasonable cause to believe that he or she has made an amendment to the relevant register under subsection (1), (1A), (2), (3) or (4) under a mistaken belief that a director, a chief executive officer, a secretary or an auditor (as the case may be) of a company has ceased to be a director, a chief executive officer, a secretary or an auditor (as the case may be) of the company, the Registrar may on his or her own initiative amend the register of directors, register of chief executive officers, register of secretaries or register of auditors to restore the name of the person in such register.[36/2014]
[Act 21 of 2024 wef 09/12/2024]
Transitional provision on keeping of contact address and residential address of director, chief executive officer or secretary
173G.—(1) Where, immediately before the commencement date, there is an alternate address of a director, chief executive officer or secretary entered in the register of directors, register of chief executive officers or register of secretaries, respectively, of any company, the Registrar must, as from that date, cause —(a)
the alternate address to be kept as the contact address of the director, chief executive officer or secretary in that register, instead of as the alternate address of that director, chief executive officer or secretary, until notice of a change in the individual’s contact address is lodged under any ACRA administered Act on or after that date; and
(b)
that contact address to be made available for public access under section 12(2)(c) as the address of that director, chief executive officer or secretary.[Act 24 of 2025 wef 06/05/2026]
(2) Where, immediately before the commencement date —(a)
there is no alternate address of a director, chief executive officer or secretary entered in the register of directors, register of chief executive officers or register of secretaries (as the case may be) of a company kept by the Registrar under section 173(1)(a), (b) or (c), respectively; and
(b)
the residential address of the director, chief executive officer or secretary is entered in the register of directors, register of chief executive officers or register of secretaries (as the case may be) of the company,
the Registrar must, as from the commencement date, cause —
(c)
the residential address to be kept as the contact address of that director, chief executive officer or secretary in that register until notice of a change in the individual’s contact address is lodged under any ACRA administered Act on or after that date, in addition to being kept as the residential address of that director, chief executive officer or secretary; and
(d)
the contact address to be made available for public access under section 12(2)(c) as the address of that director, chief executive officer or secretary.[Act 24 of 2025 wef 06/05/2026]
(3) Where —(a)
before the commencement date, the residential address of a director, chief executive officer or secretary of a company (called in this subsection the individual) has been entered in the register of directors, register of chief executive officers or register of secretaries, of the company; and
(b)
on the commencement date, those registers do not show that the individual holds any of the positions mentioned in paragraph (a) in the same company,
the Registrar must, as from the commencement date, cause the individual’s residential address to be excluded from public access to that register of that company under section 12(2)(c).
[Act 24 of 2025 wef 06/05/2026]
(4) Subsection (5) applies to a notice or information required to be furnished or given under section 173A or 173B (as the case may be) relating to an appointment or change in the appointment of a director, chief executive officer or secretary of a company which occurred before the commencement date.
(5) Where the notice or information mentioned in subsection (4) is furnished or given on or after the commencement date, the notice or information must provide the information required under section 173 as in force when the notice or information is furnished or given, despite the appointment or the change in the appointment having occurred before the commencement date.
(6) In this section, “commencement date” means the date of commencement of section 40 of the ACRA (Registry and Regulatory Enhancements) Act 2024.[Act 21 of 2024 wef 09/12/2024]
—(1) Where, immediately before the commencement date, there is an alternate address of a director, chief executive officer or secretary entered in the register of directors, register of chief executive officers or register of secretaries, respectively, of any company, the Registrar must, as from that date, cause —(a)
the alternate address to be kept as the contact address of the director, chief executive officer or secretary in that register, instead of as the alternate address of that director, chief executive officer or secretary, until notice of a change in the individual’s contact address is lodged under any ACRA administered Act on or after that date; and
(b)
that contact address to be made available for public access under section 12(2)(c) as the address of that director, chief executive officer or secretary.[Act 24 of 2025 wef 06/05/2026]
(2) Where, immediately before the commencement date —(a)
there is no alternate address of a director, chief executive officer or secretary entered in the register of directors, register of chief executive officers or register of secretaries (as the case may be) of a company kept by the Registrar under section 173(1)(a), (b) or (c), respectively; and
(b)
the residential address of the director, chief executive officer or secretary is entered in the register of directors, register of chief executive officers or register of secretaries (as the case may be) of the company,
the Registrar must, as from the commencement date, cause —
(c)
the residential address to be kept as the contact address of that director, chief executive officer or secretary in that register until notice of a change in the individual’s contact address is lodged under any ACRA administered Act on or after that date, in addition to being kept as the residential address of that director, chief executive officer or secretary; and
(d)
the contact address to be made available for public access under section 12(2)(c) as the address of that director, chief executive officer or secretary.[Act 24 of 2025 wef 06/05/2026]
(3) Where —(a)
before the commencement date, the residential address of a director, chief executive officer or secretary of a company (called in this subsection the individual) has been entered in the register of directors, register of chief executive officers or register of secretaries, of the company; and
(b)
on the commencement date, those registers do not show that the individual holds any of the positions mentioned in paragraph (a) in the same company,
the Registrar must, as from the commencement date, cause the individual’s residential address to be excluded from public access to that register of that company under section 12(2)(c).
[Act 24 of 2025 wef 06/05/2026]
(4) Subsection (5) applies to a notice or information required to be furnished or given under section 173A or 173B (as the case may be) relating to an appointment or change in the appointment of a director, chief executive officer or secretary of a company which occurred before the commencement date.
(5) Where the notice or information mentioned in subsection (4) is furnished or given on or after the commencement date, the notice or information must provide the information required under section 173 as in force when the notice or information is furnished or given, despite the appointment or the change in the appointment having occurred before the commencement date.
(6) In this section, “commencement date” means the date of commencement of section 40 of the ACRA (Registry and Regulatory Enhancements) Act 2024.[Act 21 of 2024 wef 09/12/2024]
Penalty for breach under sections 173, 173A, 173B and 173C
173H.—(1) If default is made by a company in section 173A(1) or 173C, the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.[36/2014]
(2) A director, a chief executive officer, a secretary or an auditor who fails to comply with any requirement under section 173B shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.[Act 21 of 2024 wef 09/12/2024]
(3) [Deleted by Act 21 of 2024 wef 09/12/2024]
(4) [Deleted by Act 21 of 2024 wef 09/12/2024]
—(1) If default is made by a company in section 173A(1) or 173C, the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.[36/2014]
(2) A director, a chief executive officer, a secretary or an auditor who fails to comply with any requirement under section 173B shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.[Act 21 of 2024 wef 09/12/2024]
(3) [Deleted by Act 21 of 2024 wef 09/12/2024]
(4) [Deleted by Act 21 of 2024 wef 09/12/2024]
Transitional provisions for old registers of directors, managers, secretaries and auditors
173I.—(1) A company must continue to keep the following information for the periods set out in subsection (2):(a)
with respect to each person who is a director of the company immediately before 3 January 2016 —(i)
the signed copy of the person’s consent to act as a director mentioned in section 173(2)(a) in force immediately before that date; and
(ii)
documentary evidence (if any) of any change in the person’s name mentioned in section 173(2)(c) in force immediately before that date;
(b)
with respect to each person who is a secretary of the company immediately before 3 January 2016, the signed copy of the person’s consent to act as a secretary mentioned in section 173(4A) in force immediately before that date.[36/2014]
(2) The period mentioned in subsection (1) commences on 3 January 2016 and ceases on —(a)
in the case of subsection (1)(a), the date on which the person ceases to be a director of the company; or
(b)
in the case of subsection (1)(b), the date on which the person ceases to be a secretary of the company.[36/2014]
(3) Section 173(8) in force immediately before 3 January 2016 continues to apply in respect of any information lodged with the Registrar under section 173 in force immediately before that date.[36/2014]
—(1) A company must continue to keep the following information for the periods set out in subsection (2):(a)
with respect to each person who is a director of the company immediately before 3 January 2016 —(i)
the signed copy of the person’s consent to act as a director mentioned in section 173(2)(a) in force immediately before that date; and
(ii)
documentary evidence (if any) of any change in the person’s name mentioned in section 173(2)(c) in force immediately before that date;
(b)
with respect to each person who is a secretary of the company immediately before 3 January 2016, the signed copy of the person’s consent to act as a secretary mentioned in section 173(4A) in force immediately before that date.[36/2014]
(2) The period mentioned in subsection (1) commences on 3 January 2016 and ceases on —(a)
in the case of subsection (1)(a), the date on which the person ceases to be a director of the company; or
(b)
in the case of subsection (1)(b), the date on which the person ceases to be a secretary of the company.[36/2014]
(3) Section 173(8) in force immediately before 3 January 2016 continues to apply in respect of any information lodged with the Registrar under section 173 in force immediately before that date.[36/2014]
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.
