Why Understanding Director Responsibilities Is Essential

In Singapore, being appointed as a director of a private limited company carries significant legal and fiduciary responsibilities. Directors aren’t just figureheads — they’re accountable for ensuring the company operates within the law, maintains proper records, and acts in the best interest of the business and its stakeholders.

Whether you’re a local founder, a foreign nominee, or a professional director, here are the key responsibilities you need to know.

1. Fiduciary Duties

A director must act honestly and in good faith, prioritising the company’s interests above personal gain. This includes:

  • Avoiding conflicts of interest

  • Not misusing company property or information

  • Acting with due care and skill

Breach of fiduciary duty can result in personal liability, lawsuits, or director disqualification.

2. Statutory Compliance

Directors are responsible for ensuring the company meets all its legal obligations, including:

  • Appointing a qualified company secretary within 6 months of incorporation

  • Holding Annual General Meetings (AGMs) (if applicable)

  • Filing Annual Returns with ACRA

  • Maintaining proper accounting records

  • Submitting tax returns to IRAS

Failure to comply can result in ACRA fines or legal action against directors.

3. Maintaining Proper Financial Records

Directors must ensure the company keeps:

  • Complete and accurate financial statements

  • Proper transaction records and source documents

  • Updated accounting ledgers and reconciliations

These records must be retained for at least 5 years and be available for audit or IRAS review.

4. Ensuring Solvency and Avoiding Reckless Trading

Directors must prevent the company from trading while insolvent. If the company incurs debts it cannot pay, directors may be held personally liable.

5. Filing Accurate Tax Returns

Directors must oversee the filing of:

  • Estimated Chargeable Income (ECI) within 3 months of FYE

  • Corporate Tax Returns (Form C or C-S) annually

  • GST returns (if registered)

Incorrect or late filings may lead to penalties and trigger audits.

6. Disclosing Interests in Transactions

Directors must declare if they have any interest in contracts, arrangements, or proposed transactions involving the company. This includes direct or indirect financial interests.

7. Acting as a Resident Director (If Applicable)

Singapore companies must have at least one director who is ordinarily resident in Singapore. This role carries extra compliance risk — particularly for foreigners appointing nominee directors.

How Excellence Singapore Supports Company Directors

We offer complete support to ensure directors meet their obligations with confidence:

  • Statutory filings and corporate secretarial support

  • Bookkeeping and financial statement preparation

  • Tax computation and IRAS compliance

  • Nominee director services with protective legal agreements

  • Advisory on directors’ legal risks and responsibilities

We help directors focus on growing their business — while we handle the governance.

Conclusion: Being a Director Means Being Accountable

In Singapore, company directors play a critical legal and operational role. Whether you’re actively involved or acting as a nominee, understanding and fulfilling these responsibilities is key to protecting yourself and your business.

Contact us for director compliance support or learn how our secretarial and corporate services keep your business legally sound.