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Boardroom fallouts are common in owner-managed companies. A co-founder stops pulling their weight, a nominee director no longer reflects the investor’s wishes, or a director is suspected of acting against the company. The shareholders then ask a simple question: can we remove this person from the board, and how?
In a Singapore private company the answer usually lies in two places: section 152 of the Companies Act 1967 and the company’s own constitution. Getting the process wrong can leave the removal open to challenge, keep the “removed” director legally in office, or hand them an oppression claim. This guide explains how removal works from the company’s side, the traps that catch boards out, and the paperwork that has to follow.
Short answer
Under section 152(9) of the Companies Act 1967, a private company may remove a director by ordinary resolution of shareholders, unless its constitution provides otherwise. This applies despite any agreement with the director. Check the constitution first, follow its meeting or written resolution procedure, keep a resident director in place, and notify ACRA within 14 days.
Who has the power to remove a director?
Directors are appointed to manage the company, but the power to remove them sits with the shareholders. The law is different for private and public companies, and many online guides blur the two.
Private companies: section 152(9)
Section 152(9) provides that, subject to any contrary provision in the constitution, a private company may by ordinary resolution remove a director before the end of their period of office, despite anything in any agreement between the company and the director. An ordinary resolution needs a simple majority of the votes cast at a general meeting, or a majority of total voting rights if passed in writing.
Two points follow. First, the constitution can change the rule, for example by requiring a special resolution, giving a particular shareholder the right to appoint and remove “its” director, or adding a second removal route by written notice. Second, a service agreement or shareholders’ agreement promising the director a fixed term does not stop the shareholders removing them, although it may give the director a claim for breach of that agreement.
Public companies: a stricter regime
For public companies, section 152(1) to (8) sets out a mandatory process: removal by ordinary resolution despite the constitution, special notice of the resolution, a right for the director to be heard and to circulate written representations, and a ban on directors removing a fellow director. A private company is governed by section 152(9) and its constitution instead.
The board itself cannot vote a colleague off unless the constitution or a shareholders’ agreement gives it that power.
Read the constitution first
Before any notice goes out, read the constitution in full, together with any shareholders’ agreement. Look for:
- the voting threshold for removing a director (ordinary or special resolution);
- any class rights or appointment rights, such as an investor’s right to appoint and remove one director;
- any alternative removal method, such as written notice signed by members holding a stated percentage;
- notice periods and quorum for general meetings;
- whether written resolutions are permitted, and on what conditions; and
- automatic vacation events, such as bankruptcy or prolonged absence from board meetings.
The High Court’s decision in Ang Tien Sin v Lai Kin Sin and others [2025] SGHC 42 shows why this matters. A managing director holding 30% of the shares was removed at an extraordinary general meeting by an ordinary resolution. He argued that the company’s articles required a special resolution. The articles in fact contained two routes: removal by written notice from members holding at least 75% of voting rights, and removal at a general meeting by ordinary resolution. The court read the articles as a whole, held that the general meeting route required only an ordinary resolution, and noted that section 152(9) supported that reading. Because his removal was valid, he no longer had standing as a director to seek inspection of the company’s records under section 199.
The two main routes
| Point | General meeting (EGM) | Written resolution |
|---|---|---|
| Legal basis | Section 152(9), sections 176 and 177, constitution | Section 152(9), sections 184A to 184F, constitution |
| Who starts it | The board, or members using their statutory powers | The directors under section 184C, or members by requisition under section 183 |
| Notice | At least 14 days’ written notice under section 177(2), or longer if the constitution says so | No meeting, but the resolution must be circulated to all eligible members |
| Threshold | Majority of votes cast (unless the constitution requires more) | Majority of total voting rights of all eligible members |
| Director’s chance to respond | Can attend and speak if a member, and the constitution may give further rights | Very limited, which increases the risk of later challenge |
| Best suited to | Contested removals | Agreed or uncontroversial changes |
Calling a general meeting when the board will not
Where the director being removed controls the board, the shareholders may need to call the meeting themselves. Under section 176, members holding at least 10% of the paid-up voting shares can requisition an extraordinary general meeting. The directors must convene it to be held within two months. If they do not proceed to convene it within 21 days of the requisition being deposited, the requisitionists may call it themselves, and the meeting must be held within three months. Separately, section 177(1) lets two or more members holding at least 10% of the issued shares call a meeting directly, unless the constitution provides otherwise.
If a meeting cannot practically be called or held, for example because of a quorum deadlock, the court has power to order one. We explain that route in our guide to court-ordered general meetings under section 182.
Special notice and written resolutions
Special notice under section 185 (28 days’ notice to the company of the intention to move the resolution) is required for removal of a director of a public company under section 152(2). Section 184A(2) prevents a resolution requiring special notice from being passed by written means. Because section 152(9) does not itself impose a special notice requirement for private companies, a private company may generally remove a director by written resolution, provided the constitution does not prohibit it and the procedure in sections 184B to 184F is followed. If the constitution itself imports a special notice requirement, use a general meeting instead.
Traps that invalidate or complicate removal
The resident director rule
Every company must have at least one director ordinarily resident in Singapore (section 145(1)). Section 145(5) provides that a director must not vacate office unless at least one resident director remains, and a purported vacation in breach is invalid. The exceptions in section 145(6) cover disqualification and certain regulatory removals, but do not mention removal by shareholders under section 152. If the director being removed is the only resident director, appoint a replacement resident director at the same meeting or in the same resolution.
Deadlock in 50:50 companies
An ordinary resolution needs a majority. In a company owned equally by two founders, neither can remove the other without the other’s vote, unless a shareholders’ agreement provides a mechanism. Deadlocks of this kind often end in a negotiated buy-out, a just and equitable winding up application, or an oppression claim. Our guide to key shareholders’ agreement clauses covers deadlock provisions worth putting in place before a dispute arises.
Oppression claims by the removed director
A lawful removal can still be part of conduct that is oppressive or unfairly prejudicial under section 216. The risk is highest in a quasi-partnership, where the company was formed on mutual trust and an understanding that each founder would take part in management. In Over & Over Ltd v Bonvests Holdings Ltd [2010] SGCA 7, the Court of Appeal found that the company was a quasi-partnership, held that the majority’s conduct was oppressive, and concluded that the minority’s shareholding should not remain tied up in a company where all trust had broken down. A founder removed from the board and shut out of the business may argue the same. See our overview of section 216 oppression remedies.
Removal does not automatically end employment
Many owner-directors are also employees, with a separate employment contract or director’s service agreement. Removing someone as a director does not, by itself, terminate that contract. The company must deal with the employment relationship under its terms, including notice. If the role is being cut for business reasons, the rules on retrenchment can apply; see our guide to retrenchment in Singapore.
Access, property and authority
Once the resolution takes effect, the person is no longer a director. Change bank mandates and signing authority, recover company devices and records, and revoke system access the same day. A former director who remains a shareholder keeps their rights as a member.
What the company should do
- Check the constitution and shareholders’ agreement for the threshold, method and any appointment rights.
- Count the votes. Confirm who appears in the electronic register of members and that the proposers hold enough voting rights.
- Choose the route: an EGM for a contested removal, a written resolution only where it is clearly permitted and uncontroversial.
- Prepare the notice or written resolution, naming the director, the effective date and any replacement, including a resident director if needed.
- Hold the meeting properly, with quorum, an accurate attendance list and a record of the votes.
- Minute the decision. Keep signed minutes of the general meeting, or the signed written resolution, in the company’s minute book. If the board also deals with the person’s employment or signing authority, minute that as a separate board resolution.
- Update the registers. Update the register of directors kept by the company and, if shares change hands as part of an exit, the register of members held electronically with ACRA.
- File with ACRA. Section 173A requires the company to notify the Registrar within 14 days after a change in the appointment of a director. This is done on Bizfile. See our note on reporting director changes to ACRA.
- Check the accounts. Make sure any amounts owed to or by the departing director (fees, loans, unpaid salary, expense claims) are reconciled and correctly reflected in the next financial statements.
Frequently asked questions
Do we need a reason to remove a director?
Section 152(9) does not require the shareholders to give reasons. However, the reasons may matter later if the removed director brings an oppression claim or a contractual claim, so the company should keep a clear record of why it acted.
Can a director block their own removal?
A director who is also a shareholder can vote their shares against the resolution. They cannot otherwise block a valid resolution, but if they control the board they may refuse to call a meeting, which is why the requisition and court routes exist.
Can we remove a nominee director appointed by an investor?
Often only with the investor’s agreement. Shareholders’ agreements and constitutions commonly give an investor the exclusive right to appoint and remove its nominee. Removing that director without following those terms may breach the agreement even if an ordinary resolution is passed.
When does the removal take effect?
Usually when the resolution is passed, or on any later date stated in it. The ACRA filing records the change but does not create it, so the 14-day filing period runs from the change itself.
Is the removed director entitled to compensation?
Removal under section 152(9) is effective despite any agreement, but the director may still have a claim for breach of a service agreement or employment contract. Any payment for loss of office also needs care under section 168 of the Companies Act.
Need a lawyer?
This article is general information about Singapore law for companies, directors and shareholders. It is not legal advice, and it does not take account of your circumstances. Raffles Corporate Services Pte Ltd is a corporate service provider, not a law practice, and does not give legal advice.
If you are trying to remove a director, or you have been removed and believe it was invalid, we can introduce you to an experienced Singapore law firm that handles boardroom and shareholder disputes. Tell us briefly what has happened and we will connect you.
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We can also take care of the corporate side for you: board and shareholder resolutions, register updates and ACRA filings.
Conclusion
Removing a director of a Singapore private company is, on paper, a matter of passing an ordinary resolution. In practice the constitution, the voting maths, the resident director rule and the risk of an oppression claim decide whether the removal sticks. Read the governing documents, follow the procedure to the letter, record the decision properly and file with ACRA on time. The full text of the Companies Act 1967 is available on Singapore Statutes Online, and filing guidance is on the ACRA website. For help with the resolutions, registers and filings that follow a board change, speak to Raffles Corporate Services.
The Editorial Team, Raffles Corporate Services