A local director in Singapore plays a crucial role in ensuring the company’s compliance with local laws and regulations. Some specific responsibilities of a local director include:

• Compliance: Ensuring that the company complies with all statutory requirements, including filing of annual returns, financial statements, and taxes.
• Representative: Serving as a local representative of the company and handling any local matters or communication with government agencies.
• Decision Making: Participating in board meetings and contributing to decision-making processes regarding the company’s operations and strategy.
• Legal Obligations: Acting in accordance with fiduciary duties and legal obligations, including maintaining accurate company records and transparency.
• Financial Oversight: Overseeing financial matters and ensuring proper financial management, including approval of budgets, investments, and expenditures.
• Risk Management: Assessing and managing risks that may affect the company’s operations, reputation, or legal standing.
• Accountability: Being accountable to shareholders, stakeholders, and regulatory authorities for the company’s actions and performance.
• Conflict Resolution: Resolving any conflicts of interest or disputes that may arise within the company or with external parties.
• Representation: Representing the company in dealings with banks, financial institutions, legal matters, and other third parties.
• Governance: Upholding good corporate governance practices and ethical standards within the company.

Under Singapore law, company directors are obligated to fulfill both fiduciary and statutory duties:

• Fiduciary Duties include:
  • Act and make decisions in the best interest of the company.
  • Run the company with skill, care, and diligence.
  • Avoid conflicts of interest and not misuse authority for personal benefit.
• Statutory Duties include:
  • Maintain accurate accounting records.
  • Submit Annual Accounts.
  • Hold company meetings as required.
  • Appoint company secretary and auditor.
  • Distribute dividends to shareholders.
  • Issue shares with approval from shareholders.
  • Disclose any conflicts of interest that cannot be avoided.

Overall, a local director plays a critical role in the effective management, governance, and compliance of the company’s activities within Singapore.

Under Singaporean law, specific criteria must be met for an individual to qualify as a local director in Singapore:

• Residential Status: The individual must have a Singapore address and meet one of the following residential statuses:
  • Singapore Citizenship
  • Permanent Resident in Singapore
  • Entrepass Holder
  • Employment Pass Holder (with a Letter of Consent from the Ministry of Manpower)
• Minimum Age Requirement: The individual must be at least 18 years old and possess full legal capacity to make independent decisions.
• Not being an undischarged bankrupt.
• No past convictions for fraud or dishonesty.
• No history of 3 or more filing-related offences under the Companies Act within the last 5 years.
• No involvement as a director for 3 or more defunct companies within the last 5 years.

The appointment of a local director can be carried out by passing a resolution at the company’s general meeting or as per the company’s constitution, where certain shareholders may have the authority to appoint directors without a 50% voting requirement.

The appointed individual must provide written consent for the role and a statement confirming non-disqualification as a local director.

Following the appointment, the company must notify ACRA within 14 days, providing details such as the director’s name, appointment role, date of appointment, identification number, nationality, residential address, contact number, and email address.

The director can resign or be removed as long as there is at least one other local director operating in the company.

In case of resignation, the director must provide written notice and adhere to the resignation procedure outlined in the company’s memorandum and articles of association. Once approved, the company must notify ACRA and file a cessation of director within 14 days.

A director can be removed through a resolution passed in a general meeting, and the removal process may vary according to the company’s constitution. Upon deciding to remove a director, ACRA must be notified by filing a cessation of director within 14 days.