Companies Act 1967 · 2020 Revised Edition · Part 5 · Management and Administration
157. As to the duty and liability of officers
Last amended by an amending law of 2025. 2 amendments in all.
Official textFrom Singapore Statutes Online, unchanged
A director must at all times act honestly and use reasonable diligence in the discharge of the duties of his or her office.
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;
An officer or agent of a company must not make improper use of his or her position as an officer or agent of the company or any information acquired by virtue of his or her position as an officer or agent of the company to gain, directly or indirectly, an advantage for himself or herself or for any other person or to cause detriment to the company.
officer or agent
“officer or agent”, in relation to a corporation, includes —(a)a director, banker, solicitor or auditor of the corporation;(b)a person who at any time —(i)has been a person referred to in paragraph (a); or(ii)has been otherwise employed or appointed by the corporation;(c)a person who —(i)has in the person’s possession any property of the corporation;(ii)is indebted to the corporation; or(iii)is capable of giving information concerning the promotion, formation, trading, dealings, affairs or property of the corporation; and(d)where there are reasonable grounds for suspecting or believing that a person is a person mentioned in paragraph (c) — that person.
An officer or agent who commits a breach of any of the provisions of this section shall be —
liable to the company for any profit made by him or her or for any damage suffered by the company as a result of the breach of any of those provisions; and
guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 or to imprisonment for a term not exceeding 12 months or to both.
This section is in addition to and not in derogation of any other written law or rule of law relating to the duty or liability of directors or officers of a company.
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
In this section —
“officer” includes a person who at any time has been an officer of the company;
officer
“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;
“agent” includes a banker, solicitor or auditor of the company and any person who at any time has been a banker, solicitor or auditor of the company.
Terms defined in this Act
company
Defined · s 4“company” means a company incorporated under this Act or under any corresponding previous written law;
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;
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;
officer or agent
Defined · s 229“officer or agent”, in relation to a corporation, includes —(a)a director, banker, solicitor or auditor of the corporation;(b)a person who at any time —(i)has been a person referred to in paragraph (a); or(ii)has been otherwise employed or appointed by the corporation;(c)a person who —(i)has in the person’s possession any property of the corporation;(ii)is indebted to the corporation; or(iii)is capable of giving information concerning the promotion, formation, trading, dealings, affairs or property of the corporation; and(d)where there are reasonable grounds for suspecting or believing that a person is a person mentioned in paragraph (c) — that person.
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