Companies Act 1967 · 2020 Revised Edition · Part 5 · Management and Administration
154. Disqualification to act as director on conviction of certain offences
Last amended by an amending law of 2025. 5 amendments in all.
Official textFrom Singapore Statutes Online, unchanged
A person is subject to the disqualifications provided in subsection (3) if —
the person is convicted of any of the following offences:
any offence, whether in Singapore or elsewhere, involving fraud or dishonesty punishable with imprisonment for 3 months or more;
any offence under Part 12 of the Securities and Futures Act 2001, where the conviction was on or after 1 July 2015;
an offence under section 50, 51, 53, 54, 55 or 55A of the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992, where the conviction is on or after the date of commencement of section 56 of the Corporate and Accounting Laws (Amendment) Act 2025; or
the person is subject to the imposition of a civil penalty under section 232 of the Securities and Futures Act 2001 on or after 1 July 2015.
The court may, in addition to any other sentence imposed, make a disqualification order against any person who is convicted in Singapore of any of the following offences:
any offence in connection with the formation or management of a corporation;
any offence under section 157 or 396B;
any offence under section 237 or 239 of the Insolvency, Restructuring and Dissolution Act 2018.
Subject to any permission which the Court may give pursuant to an application under subsection (6), a person who —
is disqualified under subsection (1); or
has had a disqualification order made against him or her under subsection (2),must not act as a director, or take part (whether directly or indirectly) in the management of a company, or of a foreign company to which Division 2 of Part 11 applies, during the period of the disqualification or disqualification order.
The disqualifications in subsection (3) —
in a case where the disqualified person has been convicted of any offence mentioned in subsection (1) or (2) but has not been sentenced to imprisonment — take effect upon conviction and continue for a period of 5 years or for such shorter period as the court may order under subsection (2);
in a case where the disqualified person has been convicted of any offence mentioned in subsection (1) or (2) and has been sentenced to imprisonment — take effect upon conviction and continue for a period of 5 years after his or her release from prison; or
in a case where the disqualified person is subject, on or after 1 July 2015, to the imposition of a civil penalty under section 232 of the Securities and Futures Act 2001 — take effect upon the imposition of the civil penalty and continue for a period of 5 years after the imposition of the civil penalty.
A person who contravenes subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
A person who —
is disqualified under subsection (1); or
has had a disqualification order made against him or her under subsection (2),may apply to the Court for permission to act as a director, or to take part (whether directly or indirectly) in the management of a company, or of a foreign company to which Division 2 of Part 11 applies, during the period of the disqualification or disqualification order, upon giving the Minister not less than 14 days’ notice of his or her intention to apply for such permission.
On the hearing of any application under subsection (6), the Minister may be represented at the hearing and may oppose the granting of the application.
Without affecting section 409, a District Court may make a disqualification order under this section.
Any right to apply for permission of the Court to be a director or promoter or to be concerned or take part in the management of a company that was subsisting immediately before 12 November 1993 is on or after that date to be treated as subsisting by virtue of the corresponding provision made under this section.
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;
Terms defined in s 4
company
Defined · s 4“company” means a company incorporated under this Act or under any corresponding previous written law;
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;
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;
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;
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