Form 45 needs to be signed by the candidates before accepting a director job. The objective of the document is made clear by its complete name: Statement of Non-Disqualification to Act as Director and Consent to Act as Director.
Form 45 serves as a consent document for individuals who meet the requirements and lists the provisions that could disqualify a candidate. Let’s go over these clauses since they specify who is eligible to serve as a director.
Legality and Age
A company director must be at least 18 years old and of full legal capacity to be appointed as one. The legal criteria for nominee directors are the same as those for Directors. To be fully capable, a person must be able to comprehend the nature of their commitments and the effects of their actions.
Orders for Disqualification
An individual is prohibited from serving as a director, including as a candidate director, by a disqualification order issued by the court. The Company Directors Disqualification Act of 1986, which outlines all the grounds for making a person ineligible for a directorship, is used to issue disqualification orders.
For instance, Form 45 indicates that a candidate is not prohibited from serving as a director if they have not had any disqualification orders issued against them under Section 149(1) of the Companies Act (“the Act”) within three years before the date of this statement.
Orders of disqualification are issued for improper behaviour and violations of the Companies Act. You may access the whole Companies Act here. Additionally, Form 45’s whole list of disqualification provisions can be read here.
A Candidate’s Convictions and Background
Any candidate who has been convicted of “any offence involving fraud or dishonesty punishable on conviction with imprisonment for three months or more” is prohibited by law from running. The clause covers the five years before the signing of Form 45 and encompasses convictions that occurred in Singapore or elsewhere.
Convictions also include less objective judgments like “failure to act honestly and conscientiously as a director” and “mismanagement of a company’s statutory books,” in addition to more alleged offences like fraud or embezzlement.
Who Is Eligible to Serve As a Nominee Director for Your Company?
Any Singaporean citizen or permanent resident who is of legal age and standing can be appointed as a nominee director. Candidates are primarily defined by what could disqualify them when it comes to the post of the nominee director.
This may appear constrained, yet it opens up a lot of options for selecting the best nominee director. These should ideally be dependable and trustworthy individuals with professional backgrounds in a corporate setting who can be relied upon to uphold the company’s legal standing.
The disqualifications only eliminate candidates who have a history of making bad appointments. The Companies Act and Form 45 are designed to safeguard your business and the markets you serve, just as an influential director ought to.