Companies Act 1967 · 2020 Revised Edition · Part 5 · Management and Administration
173. Registers of directors, chief executive officers, secretaries and auditors
Last amended by an amending law of 2024. 2 amendments in all.
Official textFrom Singapore Statutes Online, unchanged
The Registrar must, in respect of each company, keep a register of the company’s —
Registrar
“Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies;
directors;
chief executive officers;
secretaries; and
auditors (if any).
The register under subsection (1) is to be kept in such form as the Registrar may determine.
register
“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);
Subject to subsection (4), the register of a company’s directors must contain the following information in respect of each director of the company:
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
full name and any former name;
residential address;
contact address;
nationality;
identification;
date of appointment;
date of cessation of appointment.
The Registrar need only keep any former name of a director in the register of the company for a period of 5 years from the date on which the name was furnished to the Registrar.
name
“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;
The register of a company’s chief executive officers must contain the following information in respect of each chief executive officer of the company:
chief executive officer
“chief executive officer”, in relation to a company, means any one or more persons, by whatever name described, who —(a)is in direct employment of, or acting for or by arrangement with, the company; and(b)is principally responsible for the management and conduct of the business of the company, or part of the business of the company, as the case may be;
full name;
residential address;
contact address;
nationality;
identification;
date of appointment;
date of cessation of appointment.
The register of a company’s secretaries must contain the following information in respect of each secretary of the company:
full name;
residential address;
contact address;
identification;
date of appointment;
date of cessation of appointment.
The register of a company’s auditors must contain the following information in respect of each auditor of the company:
full name;
an address at which the auditors may be contacted;
identification, if any;
date of appointment;
date of cessation of appointment.
An entry in the register of directors, register of chief executive officers, register of secretaries and register of auditors required to be kept by the Registrar under this section, is prima facie evidence of the truth of any matters which are by this Act directed or authorised to be entered or inserted in the respective register.
A certificate of the Registrar setting out any of the particulars required to be entered or inserted in the register of directors, register of chief executive officers, register of secretaries or register of auditors required to be kept by the Registrar under this section shall in all courts and before all persons and bodies authorised by law to receive evidence be received as prima facie evidence of the entry of such particulars in the respective register.
A certificate of the Registrar stating that, at the time specified in the certificate, a person was named as director, chief executive officer, secretary or auditor of the company in the register of directors, register of chief executive officers, register of secretaries or register of auditors (as the case may be) shall in all courts and before all persons and bodies authorised by law be received as prima facie evidence of the fact, until by a notification of change given to the Registrar it appears that the person has ceased to be or becomes disqualified to act as such a director, chief executive officer, secretary or auditor, as the case may be.
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;
For the purposes of this section, a director includes an alternate, a substitute or a local director.
[Deleted by Act 21 of 2024 wef 09/12/2024]
[Deleted by Act 21 of 2024 wef 09/12/2024]
Any document required to be served under this Act on any person who is a director, chief executive officer or secretary is sufficiently served if addressed to the person and left at or sent by post to his or her residential address or contact address (as the case may be) which is entered in the register of directors, register of chief executive officers or register of secretaries kept by the Registrar under this section.
document
“document” includes summons, order and other legal process, and notice and register;
Any document required to be served under this Act on a person who is for the time being an auditor of a company is sufficiently served if addressed to the person and left at or sent by post to the address which is entered in the register of auditors kept by the Registrar under this section.
Terms defined in this Act
chief executive officer
Defined · s 4“chief executive officer”, in relation to a company, means any one or more persons, by whatever name described, who —(a)is in direct employment of, or acting for or by arrangement with, the company; and(b)is principally responsible for the management and conduct of the business of the company, or part of the business of the company, as the case may be;
company
Defined · s 4“company” means a company incorporated under this Act or under any corresponding previous written law;
contact address
Defined · s 4“contact address”, in relation to an individual, means an address that meets all of the following conditions:(a)it is a physical address at which the individual can be physically found or contacted by post;(b)it is not a post office box number;(c)it is located in the same jurisdiction as the individual’s residential address;
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;
full 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;
identification
Defined · s 4“identification” means —(a)in the case of an individual issued with an identity card under the National Registration Act 1965 — the number of the individual’s identity card;(b)in the case of an individual not issued with an identity card under that Act — particulars of the individual’s passport or such other similar evidence of identity as is acceptable to the Registrar; and(c)in the case of a person other than an individual —(i)where the person is formed or incorporated in Singapore — the unique entity number of the person issued by a public agency;(ii)where the person is formed or incorporated outside Singapore and is registered under Division 2 of Part 11 — the unique entity number of the person issued by the Registrar; or(iii)where the person is formed or incorporated outside Singapore and is not registered under Division 2 of Part 11 — the identification number or registration number of the person on the corporate entity register (if applicable) of the jurisdiction where the person is formed or incorporated or any other similar evidence of identity acceptable to the Registrar;
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;
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);
Registrar
Defined · s 4“Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies;
residential address
Defined · s 4“residential address” means —(a)in the case of a person registered under the National Registration Act 1965 — the place of residence of that person as registered under that Act; or(b)in the case of a person not registered under the National Registration Act 1965 — the usual residential address of 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