—(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.
(2) No person other than a natural person who has attained the age of 18 years and who is otherwise of full legal capacity shall be a director of a company.
[7/2009 wef 01/03/2009]
(3) [Deleted by 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.
(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.
(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 50, 54, 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, 31A, 35ZJ or 41(2)(a)(ii) of the Insurance Act (Cap. 142), section 30AAI of the Monetary Authority of Singapore Act (Cap. 186), section 12A of the Money-changing and Remittance Businesses Act (Cap. 187), section 22 of the Payment Systems (Oversight) Act 2006 (Act 1 of 2006) or section 44, 81A, 81ZJ, 97 or 292A of the Securities and Futures Act (Cap. 289).
(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.
(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 —
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 company to make the appointment if it considers it to be in the interests of the company for such appointment to be made.
(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 —
is a member of the company; and
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.
[UK, 1948, s. 176; Aust., 1961, s. 114]