Companies Act 1967 - Singapore Statutes Online (2024)

... Disqualification under Limited Liability Partnerships Act2005 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 section59, 60 or 61 of the Limited Liability Partnerships Act2005 must not act as director of, or in any way (whether directly or indirectly) take partin or be concerned in the management of, any company or any foreign company to which Division2 of Part11 applies during the period of disqualification or disqualification order. 36/2014 Act 25 of 2021 wef 01/04/2022 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 2years or to both. 36/2014 A person who is subject to a disqualification or disqualification order under section59 or 61 of the Limited Liability Partnerships Act2005may apply to the Court for permission to act as director of, or to take partin or be concerned in the management of, a company or a foreign company to which Division2 of Part11 applies during the period of disqualification or disqualification order, upon giving the Minister not less than 14days' notice of the person's intention to apply for such permission . 36/2014 Act 25 of 2021 wef 01/04/2022 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 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 section56, 57, 58, 59 or 60 of the VCCAct must not act as director of, or in any way (whether directly or indirectly) take partin or be concerned in the management of, any company or any foreign company to which Division2 of Part11 applies during the period of the disqualification or disqualification order. 44/2018; 28/2019 Act 25 of 2021 wef 01/04/2022 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 2years or to both. 44/2018 A person who is subject to a disqualification or disqualification order mentioned in sections56, 58, 59 and 60 of the VCCAct 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 Division2 of Part11 applies during the period of the disqualification or disqualification order, upon giving the Minister not less than 14days' notice of the person's intention to apply for such permission . 44/2018; 28/2019 Act 25 of 2021 wef 01/04/2022 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 ...

... Disqualification of directors of companies wound up on grounds of national security or interest Subject to subsections(2) and (3), where a company is ordered to be wound up by the Court under section125(1)( n ) of the Insolvency, Restructuring and Dissolution Act2018 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 partin, the management of any company or foreign company for a period of 3years from the date of the making of the winding up order. 40/2018 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 14days' notice of the Minister's application for the order. 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— the company had been used for purposes against national security or interest without his or her consent or connivance; and 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 circ*mstances. 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 2years or to both. In this section, foreign company means a foreign company to which Division2 of Part11 applies. ...

... permission which the Court may give pursuant to an application under subsection(6), a person who— is disqualified under subsection(1); or 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 Division2 of Part11 applies, during the period of the disqualification or disqualification order. 36/2014 Act 25 of 2021 wef 01/04/2022 The disqualifications in subsection(3)— 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 5years or for such shorter period as the court may order under...
...— is disqualified under subsection(1); or 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 Division2 of Part11 applies, during the period of the disqualification or disqualification order, upon giving the Minister not less than 14days' notice of his or her intention to apply for such permission . 36/2014 Act 25 of 2021 wef 01/04/2022 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 Without affecting section409, a District Court may make a disqualification order under this section. Any right to apply for permission of the Court to be a director or promoter or to be concerned or take partin the management of a company that was subsisting immediately before is on or after that date to be treated as subsisting by virtue of the corresponding provision...
... Disqualification to act as director on conviction of certain offences A person is subject to the disqualifications provided in subsection(3) if— the person is convicted of any of the following offences: any offence, whether in Singapore or elsewhere, involving fraud or dishonesty punishable with imprisonment for 3months or more; any offence under Part12 of the Securities and Futures Act2001, where the conviction was on or after ; or the person is subject to the imposition of a civil penalty under section232 of the Securities and Futures Act2001 on or after . 36/2014; 15/2017 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: any...

... Disqualification of unfit directors of insolvent companies The Court may— on the application of the Minister or the Official Receiver as provided for in subsection(9); and 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 partin, the management of a company, during such period not exceeding 5years after the date of the order as is specified in the order (called in this section a disqualification order). The Court must make a disqualification order under subsection(1) if it is satisfied that— the person against whom the order is sought has been given not less than 14days' notice of the application; and in respect of the person— 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 3years of his or her ceasing to be a director) and was insolvent at that time; and 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 partin, the management of a company. If in the case of a person who is or has been a director of a company which is— 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 being wound up otherwise than as...
... 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. Any person who acts in contravention of a disqualification order made under this section shall be guilty of...
... require the Official Receiver or the liquidator or the former liquidator of a company— to furnish the Minister with such information with respect to any person's conduct as a director of the company; and 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. For the purposes of this section— a company has gone into liquidation— if it is wound up by the Court, on the date of...

...Directors Every company must have at least one director who is ordinarily resident in Singapore and, where the company only has onemember, that sole director may also be the sole member of the company. No person other than a natural person who has attained the age of 18years and who is otherwise of full legal capacity may be a director of a company. 7/2009 Deleted by Act 12 of 2002 Any provision in the constitution of a company which was in force immediately before 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 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 Subject to subsection(5), the resignation of a director is not conditional upon the company's acceptance of his or her resignation. 36/2014 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 Subsection(5) does not apply where a director of a company is required to resign or vacate his or her office— if the director has not within the period referred to in section147(1) obtained his or her qualification; 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 section148, 149, 149A, 154, 155, 155A or 155C of...
... Financial Services and Markets Act 2022 , section35 or 66 of the Payment Services Act2019, section43, 46Z, 81P, 81ZJ, 97, 123Y, 123ZU or 292A of the Securities and Futures Act2001 and section14 of the Trust Companies Act2005; or Act 18 of 2022 wef 10/05/2024 if the director, being a director of a Registered Fund Management Company as defined in the Securities and Futures (Licensing and Conduct of Business) Regulations, has been removed by the company as director in accordance with those Regulations. 36/2014; 27/2016; 4/2017; 31/2017; 2/2019; 1/2020 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. If the...
... offence continues after conviction. If there is a contravention of subsection(1) and— the Registrar fails to give the direction under subsection(7); or 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...

... Disqualification for persistent default in relation to delivery of documents to Registrar Where a person has been persistently in default in relation to relevant requirements of this Act and that person, within a period of 5years after the person has last been adjudged guilty of any offence or has had made against the person an order under section13 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 partin 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 2years or to both. Act 25 of 2021 wef 01/04/2022 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. 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 5years, 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 section13 or 399 in relation to those requirements. 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). For the purpose of this section, a conviction for an offence under section154(2)( a ) is not to be treated as an offence in relation to a relevant requirement of this Act. Where a person has had a third or subsequent order made against the person under section13 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 partin 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. 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 section13 or 399 in relation to the requirements of this Act...