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Contents

Long Title

Part I PRELIMINARY

Part II ADMINISTRATION OF THIS ACT

Part III CONSTITUTION OF COMPANIES

Division 1 — Incorporation

Division 2 — Powers

Part IV SHARES, DEBENTURES AND CHARGES

Division 1 — Prospectuses

Division 2 — Restrictions on allotment and commencement of business

Division 3 — Shares

Division 3A — Reduction of share capital

Division 4 — Substantial shareholdings

Division 5 — Debentures

Division 5A — Exemptions from Divisions 1 and 5 in relation to Prospectus Requirements

Division 6 — Interests other than shares, debentures, etc.

Division 7 — Title and transfers

Division 7A — The Central Depository System — a book-entry or scripless system for the transfer of securities

Division 8 — Registration of charges

Part V MANAGEMENT AND ADMINISTRATION

Division 1 — Office and name

Division 2 — Directors and officers

Division 3 — Meetings and proceedings

Division 4 — Register of members

Division 5 — Annual return

Part VI ACCOUNTS AND AUDIT

Division 1 — Accounts

Division 2 — Audit

Part VII ARRANGEMENTS, RECONSTRUCTIONS AND AMALGAMATIONS

Part VIII RECEIVERS AND MANAGERS

Part VIIIA JUDICIAL MANAGEMENT

Part IX INVESTIGATIONS

Part X WINDING UP

Division 1 — Preliminary

Division 2 — Winding up by Court

Subdivision (1) — General

Subdivision (2) — Liquidators

Subdivision (3) — Committees of inspection

Subdivision (4) — General powers of Court

Division 3 — Voluntary winding up

Subdivision (1) — Introductory

Subdivision (2) — Provisions applicable only to members’ voluntary winding up

Subdivision (3) — Provisions applicable only to creditors’ voluntary winding up

Subdivision (4) — Provisions applicable to every voluntary winding up

Division 4 — Provisions applicable to every mode of winding up

Subdivision (1) — General

Subdivision (2) — Proof and ranking of claims

Subdivision (3) — Effect on other transactions

Subdivision (4) — Offences

Subdivision (5) — Dissolution

Division 5 — Winding up of unregistered companies

Part XI VARIOUS TYPES OF COMPANIES, ETC

Division 1 — Investment companies

Division 2 — Foreign companies

Part XII GENERAL

Division 1 — Enforcement of this Act

Division 2 — Offences

Division 3 — Miscellaneous

FIRST SCHEDULE Repealed Written Laws

SECOND SCHEDULE Fees to be Paid to the Registrar

THIRD SCHEDULE Repealed

FOURTH SCHEDULE Table A Regulations for Management of A Company Limited by Shares

FIFTH SCHEDULE

SIXTH SCHEDULE Statement in Lieu of Prospectus

SEVENTH SCHEDULE Statement Required Pursuant to Division 6 of Part Iv

EIGHTH SCHEDULE Annual Return of A Company Having A Share Capital

NINTH SCHEDULE Accounts and Consolidated Accounts

TENTH  SCHEDULE Take-over Offers

ELEVENTH  SCHEDULE Powers of Judicial Manager

Legislative Source Key

Legislative History

Comparative Table

 
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Directors
145.
—(1)  Every company shall 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.
[5/2004]
(2)  No person other than a natural person of full age and capacity shall be a director of a company.
(3)  [Act 12 of 2002]
(4)  Any provision in the memorandum or articles of a company which was in force immediately before 29th December 1967 and which operated to constitute a corporation as a director of the company shall be read and construed as if it authorised that corporation to appoint a natural person to be a director of that company.
[S 258/67]
(5)  Notwithstanding anything in this Act or in the memorandum or articles of the company, or in any agreement with the company, a director of a company shall not resign or vacate his 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 shall be deemed to be invalid.
[5/2004]
(6)  Subsection (5) shall not apply where a director of a company is required to resign or vacate his office if he has not within the period referred to in section 147(1) obtained his qualification or by virtue of his disqualification under section 148, 149, 149A, 154 or 155 of this Act, or sections 65,66 and 67 of the Banking Act (Cap. 19) or sections 47 and 49 of the Finance Companies Act (Cap. 108), section 57 of the Financial Advisers Act (Cap. 110), section 31, 35ZJ or 41(1)(b) of the Insurance Act (Cap. 142), section 22 of the Payment Systems (Oversight) Act 2006 (Act 1 of 2006) or section 44, 81A, 81ZJ or 97 of the Securities and Futures Act (Cap. 289).
[15/84; 42/2001; 12/2002; 1/2006; S227/95]
(7)  If there is a contravention of subsection (1), the Registrar may, either of his 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 he considers it to be in the interests of the company for such appointment to be made.
[5/2004]
(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.
[5/2004]
(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.
[5/2004]
(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, as the case may be, that part of it, and may be sued therefor.
[5/2004]
[UK, 1948, s. 176; Aust., 1961, s. 114]
History for Provision '145 Directors'.
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pr145-.
31/10/2006
Formal Consolidation
31 October 2006
2006 RevEd
 
Compare versionsDiff

01/03/2007
Informal Consolidation
12 February 2007
Amended
Act 2 of 2007

31/03/2007
Informal Consolidation
13 February 2007
Amended
Act 1 of 2007

01/11/2007
Informal Consolidation
01 November 2007
Amended
Act 39 of 2007

05/11/2007
Informal Consolidation
05 November 2007
Amended
S 605/2007

05/11/2007
Informal Consolidation
05 November 2007
Amended
S 604/2007

01/04/2008
Informal Consolidation
27 February 2008
Amended
Act 5 of 2008

01/03/2009
Informal Consolidation
18 February 2009
Amended
Act 7 of 2009

01/05/2009
Informal Consolidation
01 May 2009
Amended
Act 5 of 2009

02/01/2011
Informal Consolidation
02 January 2011
Amended
Act 15 of 2010

01/05/2011
Informal Consolidation
29 April 2011
Amended
Act 16 of 2011

01/01/2012
Informal Consolidation
29 December 2011
Amended
S 718/2011

19/11/2012
Informal Consolidation
23 February 2009
Amended
Act 2 of 2009

18/04/2013
Informal Consolidation
17 April 2013
Amended
Act 10 of 2013

18/04/2013
Informal Consolidation
17 April 2013
Amended
Act 11 of 2013

01/08/2013
Informal Consolidation
26 December 2012
Amended
Act 34 of 2012

07/03/2014
Informal Consolidation
26 February 2014
Amended
Act 5 of 2014