If your company has at least one director who is a resident of Singapore, it is permissible for foreigners or non-locals to serve as additional directors.
The duties and responsibilities of directors in Singapore companies entail several key aspects:
- Avoiding conflicts of interest: Directors must maintain a clear separation between their personal interests and those of the company. Any potential conflicts of interest must be declared, particularly concerning proposed company transactions.
- Acting in the company's best interests: Directors are obligated to act honestly and in good faith, prioritising the interests of the company above personal or third-party interests when making decisions.
- Exercising due care, skill, and diligence: Directors are expected to manage their company affairs with reasonable care, skill, and diligence, ensuring they fulfil their responsibilities effectively.
- Using powers for the proper purpose: Directors must refrain from abusing their authority or exploiting privileged information for personal gain. Instead, they should utilise their powers and knowledge for the benefit of the company.
- Meeting the requirements of the Companies Act: as a caretaker or guardian of the company, all directors also have a responsibility to meet the statutory requirements under the Companies Act.
This includes:
-having an AGM and filing annual returns
-keeping statutory registers such as a directors’ register, a register of members, and a register of charges, reporting any changes to ACRA, and maintaining a local registered business address.