Guide to Directors’ Remuneration in Singapore

Last updated on February 22, 2024

men having a meeting at a table

As the director of a company, you may wish to know more about how company directors can be remunerated. The Companies Act (CA) sheds some light on this matter. The Model Constitution will likely also be relevant if your company is using it as the company constitution without any modification.

What Constitutes Remuneration and Who Decides?

Remuneration can come in 2 forms, namely director’s fees and salary. The type of remuneration received will affect the need for disclosure of the remuneration, the making of CPF contributions and also whether such payment will be subject to tax.

Director’s Fees

Director’s fees are fees to be paid to a director in their capacity as company director, for the directorial services they perform for the company.

Generally, directors do not have any right to be remunerated for the directorial services they perform for the company. However if a company wishes to pay director’s fees to its directors, section 169 of the Companies Act states that this payment has to first be approved in a general meeting by a resolution unrelated to other matters. Any resolutions for the approval of director’s fees which breach this section will be void (i.e. have no legal effect).

Director’s fees will include:

  • Allowances for expenses as far as such allowances are charged to income tax in Singapore
  • Any benefits that the director has received in a form other than cash in respect of his directorial services (e.g. company cars)

If a company has adopted regulation 74 of the Model Constitution without modification, the director’s fees payable to the company’s directors will include all “travelling, hotel and other expenses properly incurred” as a result of attending meetings related to the company’s business (e.g. directors’ meetings and general meetings).


Apart from director’s fees, a director can also obtain a salary as per their contract of service with the company, in their capacity as company employee.

Since this payment is made in respect of the director’s capacity as company employee instead of their capacity as director, director’s salaries need not be approved in a general meeting as per section 169 of the Companies Act. However, the amount of salary must still be approved by the board of directors beforehand.

Disclosure of Director’s Remuneration in Company Reports

As salaries are considered company expenses, directors’ salaries (if any) should be disclosed as part of the company’s expenses in its annual report.

As for directors’ fees, while there is no law stating that directors’ fees must be disclosed, companies are nonetheless encouraged to disclose the amount of director’s fees paid to each director in their annual reports as well.

CPF Contributions by the Company

Companies have to make CPF contributions only in respect of the salaries paid to directors who are considered employees engaged under a contract of service. Companies need not make CPF contributions on directors’ fees.

Tax on Director’s Remuneration

Director’s salaries are taxable since such salaries are considered income derived from the director’s employment.

Directors’ fees are generally taxable as well, but this applies only if the director has rendered the requisite services for the accounting year concerned. Thus, if director’s fees were decided in advance for the next upcoming year, such fee will not be taxable for the current particular accounting year but only in the next upcoming year.

However, director’s fees will not be taxable in Singapore if the company does not have a presence in Singapore. This is even if the director had to attend board meetings or similar company-related meetings in Singapore. Rather, the fees will generally be taxable in the country where the company is resident instead.

Payment to Director Upon Leaving Office

Under section 168 of the Companies Act, companies are prohibited from making any payment of compensation to a director for their loss of office, unless the particulars of such proposed compensation (including the amount of such proposed compensation) have been disclosed and approved by the company members in general meeting.

However, approval by the company to compensate a director for their loss of office is not required if the following requirements in section 168(1A) of the Companies Act are both satisfied:

  1. The amount of compensation is less than the director’s fees for the year preceding the termination of the director’s employment; and
  2. Particulars of the proposed compensation (including the amount of the proposed compensation) had been disclosed upon or prior to the payment.

The issue of director’s remuneration can be a potentially sensitive one. If you need legal advice, feel free to get in touch with one of our corporate and commercial lawyers.

Appointment and Removal of Company Officers and Other Key Personnel
  1. What is a Nominee Director & How to Appoint One in Singapore (With FAQs)
  2. Independent Directors: Who are They and What is Their Role?
  3. Board of Advisors: Who Are They and What Is Their Role?
  4. Appointing Company Directors in Singapore: Eligibility, Process etc.
  5. Managing Director vs CEO in Singapore: Roles and Obligations
  6. Guide to Directors' Remuneration in Singapore
  7. Directors' Duties in Singapore
  8. Shadow Directors: Who are They and What Duties Do They Owe to the Company?
  9. How to Remove a Director from a Company in Singapore
  10. Removal and Resignation of Company Auditor in Singapore
  11. Appointing a Company Secretary: Roles and Responsibilities
  12. Appointing an Authorised Representative for Foreign Companies in Singapore
  13. Process Agents in Singapore
Holding Meetings
  1. What are Annual General Meetings (AGMs) in Singapore?
  2. How to Hold Extraordinary General Meetings (EGMs) in Singapore
  3. How to Hold a Board Meeting in Singapore
Shareholder Matters
  1. Share Buybacks in Singapore: Procedure, Cost and More
  2. How to Split Shares (or Stocks) in a Singapore Company
  3. 2 Ways to Remove a Singapore Company Shareholder ASAP
  4. What are Treasury Shares? Guide for Singapore Companies
  5. A Guide to Paid-Up Capital in Singapore
  6. Preparing a Register of Shareholders for a Singapore Company
  7. How to Issue Shares in a Singapore Private Company
  8. Guide to Transferring Shares in a Singapore Private Company
  9. Your Guide to Share Certificates in Singapore: Usage and How to Prepare
  10. Shareholder Rights in Singapore Private Companies
  11. Shareholder Roles and Obligations in Singapore Companies
  12. Dividend Payments Guide for Singapore Business Owners
  13. Share Transmission: What Happens If a Shareholder Dies in Singapore?
  14. How to Reduce the Share Capital of Your Singapore Company
  15. Buy-Sell Agreements: How to Write & Fund Them in Singapore
  16. Oppression of Minority Shareholders
  1. Is Your Business Collaboration Competition Law-Compliant?
  2. Explained: Registered Filing Agent for Singapore Businesses
  3. Transfer Pricing Obligations of Singapore Companies
  4. Adhering to Trading Sanctions and Restrictions in Singapore
  5. Cyber Hygiene Compliance Guide for Singapore Companies
  6. Corporate Social Responsibility For Businesses in Singapore
  7. A Guide to Food Standards in Singapore
  8. Essential Regulatory Compliance Guide for Singapore Companies
  9. Dormant Companies and Their Filing Obligations in Singapore
  10. Anti-Money Laundering Regulations and Your Business: What You Need to Know
  11. Price-Fixing, Bid-Rigging and Other Anti-Competitive Practices to Avoid
  12. Can Singapore Businesses Legally Conduct Lucky Draws?
  13. Restaurant Inspection and Food Safety Rules in Singapore
Company Management
  1. Does Your Company Need a Legal Team (In-House Counsel)?
  2. Acqui-Hiring of Singapore Companies: How Does It Work?
  3. Can a Company Director Take Legal Action Against Another Director?
  4. How to Change the Name of Your Singapore Company
  5. Can Directors be Liable for Company Debts in Singapore?
  6. Company Loans to Directors/Shareholders in Singapore
  7. 3 Types of Insurance Every Singapore Business Needs
  8. Creating and Registering Charges in Singapore: Guide for Companies
  9. Guide to Effective Business Continuity Planning in Singapore
  10. Business Asset Sale & Disposal in Singapore: How Do They Work?
  11. 5 Ways To Resolve Business Partnership Disputes in Singapore
  12. How to Commence a Derivative Action on Behalf of a Company in Singapore
  13. Business Will: How to Pass on Your Business to Your Successors in Singapore
Company Documents
  1. Record-Keeping Requirements for Singapore Companies
  2. Company Constitutions in Singapore and How to Draft One
  3. Company Memorandum and Articles of Association
  4. Company Resolutions: What are They?
  5. Board Resolutions in Singapore
  6. Minutes of Company Meeting in Singapore: How to Record
  7. How to Set Up a Register of Controllers
  8. How to Set Up a Register of Nominee Directors
  9. Guide to Filing Financial Statements for Singapore Business Owners
  10. Filing Annual Returns For Your Business
Tax, Accounting and Audit Matters
  1. Carbon Tax in Singapore: What is the Rate and Who Must Pay?
  2. Laws and Penalties for GST Evasion in Singapore
  3. 6 Common Taxes in Singapore For Individuals & Businesses
  4. Singapore Corporate Tax: How to Pay, Tax Rate, Exemptions
  5. Start-Up Tax Exemption Guide for New Singapore Companies
  6. GST Registration: Requirements and Procedure in Singapore
  7. What is Withholding Tax and When to Pay It in Singapore
  8. Singapore Influencers: Here's How to Calculate Your Income Tax
  9. Investigating Tax-Evading Business Owners in Singapore
  10. Small Business Accounting Services in Singapore
  11. Company Audits in Singapore: Requirements and Exemptions
Data Protection
  1. Victim of a Data Breach? Here’s What You Can Do
  2. Data Room: Should Your Singapore Company Set Up One?
  3. Must You Notify PDPC About a Data Breach in Your Business?
  4. Suspect a PDPA Data Breach? Here's What to Do Next
  5. Summary: Your Organisation's 10 Main PDPA Obligations
  6. Essential PDPA Compliance Guide for Singapore Businesses
  7. PDPA Consent Requirements: How Can Your Business Comply?
  8. Is It Legal for Businesses to Ask for Your NRIC in Singapore?
  9. How To Prevent Unauthorised Disclosure When Processing and Sending Personal Data
  10. Cloud Storage of Personal Data: Your Business’ Data Protection Obligations
  11. Drafting a Comprehensive Privacy Policy For Your Singapore Website
  12. GDPR Compliance in Singapore: Is it Required and How to Comply
  13. Appointing a Data Protection Officer For Your Business: All You Need to Know
  14. How Can Companies Dispose of Documents Containing Personal Data?
  15. Check the Do-Not-Call Registry Before Marketing to Singapore Phone Numbers
  16. How to Legally Install CCTVs for Home/Business Use in Singapore
  17. Is Web Scraping or Crawling Legal in Singapore?
  18. Legal Options If Employees Breach Confidentiality in Singapore
  1. Social Media Marketing: Legal Guide for Singapore Businesses
  2. Your Guide to E-commerce Website Terms of Service in Singapore
  3. Dealing with Defamation of Your Business: Can You Sue?
  4. Sending Email Newsletters That Comply With Singapore Law
  5. A legal guide to drafting a social media policy for your company
  6. Your Guide to a Media Release Form in Singapore
  7. Your Guide to an Influencer Marketing Agreement in Singapore
  8. Outdoor Advertising: How to Legally Display Public Ads in Singapore
Fintech and Payment Services Advisory
  1. A Guide to Digital Bank Regulation in Singapore
  2. Applying for a Major Payment Institution Licence in Singapore
  3. Applying to the MAS FinTech Regulatory Sandbox
  4. Payment Services Act Licensing Guide for Fintech Businesses
  5. How to Get a Payment Service Provider Licence in Singapore
  6. Financial Adviser's Licence Guide for Singapore Businesses
  7. Capital Markets (CMS) Licence Requirements in Singapore
  8. How to Offer E-Wallet Services in Singapore: Licensing Guide
  9. Digital Payment Token Services Licence Guide in Singapore
  10. How to Legally Offer Crypto Services in Singapore
  1. Starting a Franchise in Singapore: What Franchisors Should Look Out For
  2. Running a Franchise in Singapore: What To Look Out for as a Franchisee
Debt Restructuring
  1. What is Judicial Management and How It Works in Singapore
  2. Schemes of Arrangement: How They Work and How to Apply
  3. Informal Debt Restructuring and Workout in Singapore
Ending a Business
  1. How to Restore a Struck-Off Company in Singapore
  2. Claw-Back of Assets From Unfair Preference and Undervalued Transactions
  3. Should You Save or Close Your Zombie Company in Singapore?
  4. Voluntary Suspension of Business in Singapore: How to Handle
  5. Winding Up a Singapore Company: Grounds and Procedure
  6. Closing Your Singapore Business: What You Need to Settle
  7. Striking Off a Company
  8. Restoring a Company That was Struck Off Without You Knowing
  9. Dissolution of partnerships in Singapore
  10. What Should a Creditor Do When a Company Becomes Insolvent?
  11. How to File a Proof of Debt Against a Company in Liquidation
  12. Validation of Payments Made by Companies Being Wound Up