Companies Act 1967 · 2020 Revised Edition · Part 5 · Management and Administration
146. Restrictions on appointment or advertisement of director
Last amended by an amending law of 2014.
Official textFrom Singapore Statutes Online, unchanged
A person must not be named as a director or proposed director in —
director
“director” includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors or the majority of the directors of a corporation are accustomed to act and an alternate or substitute director;
any document filed or lodged with or submitted to the Registrar for the purposes of the incorporation of a company; or
the register of directors, chief executive officers and secretaries of a company,unless, before —
the incorporation of the company; or
the filing of any return in the prescribed form containing the particulars required to be specified in the register of directors, chief executive officers and secretaries,as the case may be, the person has complied with the conditions set out in subsection (1A).
The conditions to be complied with by a person referred to in subsection (1) are the following:
the person has, by himself or herself or through a registered qualified individual authorised by him or her, filed with the Registrar —
a declaration that he or she has consented to act as a director;
a statement in the prescribed form that he or she is not disqualified from acting as a director under this Act; and
a statement in the prescribed form that he or she is not debarred under section 155B from acting as director of the company;
the person has, by himself or herself or through a registered qualified individual authorised by him or her —
filed with the Registrar a declaration that the person has agreed to take a number of shares of the company that is not less than the person’s qualification, if any;
filed with the Registrar an undertaking that the person will take from the company and pay for his or her qualification shares, if any;
filed with the Registrar a declaration that a specified number of shares, not less than the person’s qualification (if any), has been registered in the person’s name; or
in the case of a company formed or intended to be formed by way of reconstruction of another corporation or group of corporations or to acquire the shares in another corporation or group of corporations, filed with the Registrar a declaration that —
the person was a shareholder in that other corporation or in one or more of the corporations of that group; and
as a shareholder the person will be entitled to receive and have registered in his or her name a number of shares not less than his or her qualification, by virtue of the terms of an agreement relating to the reconstruction.
Where a person has undertaken to the Registrar under subsection (1A)(b)(ii) to take and pay for the person’s qualification shares, the person is, as regards those shares, in the same position as if the person had signed the constitution for that number of shares.
Registrar
“Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies;
Subsections (1) and (2) (other than the provisions relating to the signing of a consent to act as director) do not apply to —
a company not having a share capital;
a private company; or
a prospectus or a statement in lieu of prospectus issued or lodged with the Registrar by or on behalf of a company or to a constitution adopted by a company after the expiration of one year from the date on which the company was entitled to commence business.
If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 and also to a default penalty.
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
The restrictions in this section on a director or proposed director of a company incorporated under this Act in relation to a prospectus apply in the same manner and extent to a director or proposed director of a foreign company as if the references in subsections (1) and (4) to a company included references to a foreign company.
prospectus
“prospectus” means any prospectus, notice, circular, material, advertisement, publication or other document —(a)inviting applications or offers from the public to subscribe for or purchase; or(b)offering to the public for subscription or purchase,any shares in or debentures of, or any units of shares in or debentures of, a corporation or proposed corporation, and includes any document deemed to be a prospectus under section 257 of the Securities and Futures Act 2001, but does not include —(c)a profile statement; or(d)any material, advertisement or publication which is authorised by section 251 (other than subsection (5)) of that Act;
Terms defined in this Act
company
Defined · s 4“company” means a company incorporated under this Act or under any corresponding previous written law;
constitution
Defined · s 4“constitution”, in relation to a company, means —(a)the constitution of the company which is registered with the Registrar under section 19, as may be amended from time to time; and(b)in the case of a company incorporated before 3 January 2016, the memorandum of association of the company, the articles of association of the company, or both, in force immediately before that date;
corporation
Defined · s 4“corporation” means any body corporate formed or incorporated or existing in Singapore or outside Singapore and includes any foreign company but does not include —(a)any body corporate that is incorporated in Singapore and is by notification of the Minister in the Gazette declared to be a public authority or an instrumentality or agency of the Government or to be a body corporate which is not incorporated for commercial purposes;(b)any corporation sole;(c)any cooperative society;(d)any registered trade union; (da)any platform work association registered under the Platform Workers Act 2024; or(e)any limited liability partnership;
default penalty
Defined · s 4“default penalty” means a default penalty within the meaning of section 408;
director
Defined · s 4“director” includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors or the majority of the directors of a corporation are accustomed to act and an alternate or substitute director;
document
Defined · s 4“document” includes summons, order and other legal process, and notice and register;
filed
Defined · s 4“filed” means filed under this Act or any corresponding previous written law;
foreign company
Defined · s 4“foreign company” means —(a)a company, corporation, society, association or other body incorporated outside Singapore; or(b)an unincorporated society, association or other body which under the law of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose and which does not have its head office or principal place of business in Singapore;
lodged
Defined · s 4“lodged” means lodged under this Act or any corresponding previous written law;
name
Defined · s 4“full name” or “name” means —(a)in the case of an individual registered under the National Registration Act 1965 — the name as it appears in the latest identity card issued to that individual under section 9 of that Act; or(b)in the case of an individual not registered under the National Registration Act 1965 — the name as it appears in the latest passport issued to that individual or such other similar evidence of identification as is available;
officer
Defined · s 4“officer”, in relation to a corporation, includes —(a)any director or secretary of the corporation or a person employed in an executive capacity by the corporation;(b)a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and(c)any liquidator of a company appointed in a voluntary winding up,but does not include —(d)any receiver who is not also a manager;(e)any receiver and manager appointed by the Court;(f)any liquidator appointed by the Court or by the creditors; or(g)a judicial manager appointed under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018;
private company
Defined · s 4“private company” means —(a)any company which immediately prior to 29 December 1967 was a private company under the provisions of the repealed written laws;(b)any company incorporated as a private company by virtue of section 18; or(c)any company converted into a private company pursuant to section 31(1),being a company which has not ceased to be a private company under section 31 or 32;
prospectus
Defined · s 4“prospectus” means any prospectus, notice, circular, material, advertisement, publication or other document —(a)inviting applications or offers from the public to subscribe for or purchase; or(b)offering to the public for subscription or purchase,any shares in or debentures of, or any units of shares in or debentures of, a corporation or proposed corporation, and includes any document deemed to be a prospectus under section 257 of the Securities and Futures Act 2001, but does not include —(c)a profile statement; or(d)any material, advertisement or publication which is authorised by section 251 (other than subsection (5)) of that Act;
register
Defined · s 386AB“register of controllers” or “register” —(a)in relation to a company to which this Part applies — means the register that the company is required to keep of its registrable controllers under section 386AF(1), (1A), (2) or (3); and(b)in relation to a foreign company to which this Part applies — means the register that the foreign company is required to keep of its registrable controllers under section 386AF(4), (4A), (5) or (6);
registered
Defined · s 4“registered” means registered under this Act or any corresponding previous enactment;
registered qualified individual
Defined · s 4“registered corporate service provider” and “registered qualified individual” have the meanings given by section 2(1) of the Corporate Service Providers Act 2024;
Registrar
Defined · s 4“Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies;
share
Defined · s 4“share” means share in the share capital of a corporation and includes stock except where a distinction between stocks and shares is expressed or implied;
Part 6
Financial Statements and Audit
Part 7
Arrangements, Reconstructions and Amalgamations
Part 8
Part 8A
Part 9
Investigations
Part 10
Dissolution
Part 10A
Transfer of Registration
Part 11
Various Types of Companies, Etc.
Part 11A
Register of Controllers, Nominee Directors and Nominee Shareholders of Companies
Part 12