Whether you’re a startup founder or a seasoned board member, it’s important to understand how and when a director can cease to serve on a company’s board in Singapore. This guide breaks down the two main ways directors exit: resignation and disqualification, along with the rules, consequences, and regulatory actions involved.
📝 Director Resignation in Singapore
A director can voluntarily step down from the company board, but resignation is only valid when:
- ✅ It follows the procedure laid out in the company’s constitution.
- ✅ The company retains at least one director who is a resident in Singapore after the resignation.
💡 Tip: Companies must file a notification of the resignation on BizFile+ within 14 days.
🚫 Disqualification of Directors: When You Are No Longer Allowed to Act
Disqualification is a more serious matter. A disqualified person cannot act as a director or manage any local or foreign company, unless they obtain specific approval from the Registrar, High Court, or Official Assignee.
Below are the key legal grounds for disqualification under the Singapore Companies Act:
📘 Legal Grounds for Disqualification
Legal Reference | Disqualification Reason |
Section 148 | Declared bankrupt |
Section 149/154(2) | Disqualified by Court Order |
Section 149A | Company wound up on national security grounds |
Section 154(1) | Convicted of fraud/dishonesty offence (3 months or more jail) |
Section 155 | 3+ filing-related convictions or High Court orders in 5 years |
Section 155A | 3+ companies struck off by ACRA within 5 years |
⏳ Disqualification Periods: What Happens After Conviction?
The disqualification duration depends on the type of sentence imposed:
🕵️♂️ If Sentenced to Imprisonment:
- Disqualification starts from the date of conviction.
- It continues for 5 more years after the release from prison, unless the court specifies a shorter duration.
⚖️ If Not Imprisoned:
- The individual is disqualified for 5 years from the date of conviction, or a shorter period if ordered by the court.
After this period, the person is legally allowed to:
- Incorporate a new company, or
- Rejoin their former company as a director (but must be notified to ACRA via BizFile+ within 14 days of reappointment).
📋 Summary Table: Resignation vs Disqualification of Directors
Category | Resignation | Disqualification |
Trigger | Voluntary exit | Legal breach, bankruptcy, conviction, or court order |
Requirements | Must follow company constitution | Depends on sections under Companies Act |
Minimum Resident Rule | Must leave ≥1 local resident director in place | Not applicable (removal is involuntary) |
Duration | Effective immediately if valid | 5 years or as ordered by the courts |
Filing with ACRA | Must notify within 14 days | Fresh appointment only possible after disqualification ends |
📢 Important for Directors and Company Secretaries
Always keep track of your directors’ legal standing and ensure all filings are up-to-date in BizFile+. Disqualification events carry serious consequences, including personal liability and ineligibility for future directorships.
For more legal details, refer to ACRA’s Disqualification Guide (PDF).
📞 Need Help Managing Directorship Compliance?
Our experts assist with:
- Director resignation filings
- Disqualification advisory
- Fresh appointments post-disqualification
- Corporate governance reviews
💬 Contact us today for professional support. We’ll ensure your boardroom compliance is aligned with Singapore’s regulatory standards.