Directors sit at the centre of a company’s decisions, so the law insists on transparency about what they own and where their interests lie. One of the quieter but important obligations under the Companies Act 1967 is the requirement to keep a register of directors’ and chief executive officers’ shareholdings, and for directors and CEOs to disclose their interests within two business days. This is Section 164, supported by the disclosure duty in Section 165. Many private companies maintain it poorly or not at all, which becomes a problem the moment an auditor, investor or acquirer asks to see it.
This guide explains what the register of directors’ interests is, what must be recorded, the two-business-day disclosure duty, how it connects to conflict-of-interest rules and service contract inspection, and how to keep it properly.
What Is the Register of Directors’ Interests?
Section 164 of the Companies Act 1967 requires every company to keep a register showing the shareholdings and interests of its directors and chief executive officer. The register records each director’s and CEO’s interests in the shares, debentures, rights, options and participatory interests of the company and of its related corporations, together with particulars of those interests and any changes to them.
The purpose is straightforward: shareholders and regulators should be able to see what the people running the company own in it and in its group, so that self-dealing, insider advantage and undisclosed conflicts are harder to hide. It is a transparency tool, and it complements the broader duties directors owe the company.
What Must Be Recorded
The register captures, for each director and the CEO, their interests in the company’s shares and debentures, their interests in the shares and debentures of related corporations, any rights or options over such shares or debentures, and any changes in those interests including acquisitions and disposals with the relevant dates and prices or consideration. Interests held indirectly, for example through a spouse or a controlled corporation in defined circumstances, can also be caught, mirroring the wide notion of “interest” used elsewhere in the Act.
The Two-Business-Day Disclosure Duty
A director or chief executive officer must notify the company in writing of the particulars required for the register, and must do so within two business days after becoming a director or CEO, or after the relevant interest arises or changes. In other words, the individual carries a personal duty to keep the company informed, and the company then records the particulars in the register. The two-business-day clock is short and is frequently missed when directors buy, sell or are granted options without telling the company secretary promptly.
Where the Register Is Kept and Who Can Inspect It
The register must be kept at the company’s registered office (or another notified place in Singapore) and be available for inspection. Members may inspect it without charge, and other persons may inspect it on payment of any prescribed fee. The register must also be produced at the company’s annual general meeting and be open for inspection by members at the meeting. This inspection right is what gives the register its practical force, shareholders can actually see it. For the wider set of records the company must maintain and make available, see our guide to the statutory registers every Singapore company must maintain.
How It Connects to Conflicts and Service Contracts
Disclosure of Interests in Transactions
The register of interests works alongside the director’s duty to disclose conflicts. A director who is in any way interested in a transaction or proposed transaction with the company must declare the nature of that interest to the board. The register records ongoing shareholding interests; the conflict-disclosure duty deals with specific transactions as they arise. Together they give the board and shareholders visibility of where a director’s personal interests intersect with the company’s business. For related reading on directors’ obligations, see our guide on appointing directors and their duties and risks.
Inspection of Directors’ Service Contracts
The Companies Act also entitles members to inspect directors’ service contracts, which the company must keep available for inspection. This complements the register of interests by giving shareholders sight of the terms on which directors are engaged. A company that maintains its interests register well usually keeps its service contracts in good order too, and both are examined during due diligence.
Why It Matters in Practice
In small private companies it is tempting to treat the register of directors’ interests as a formality. It is not. Auditors check it. Investors conducting due diligence before a funding round expect a complete and current register. Acquirers rely on it to understand related-party exposure. And in a dispute, an incomplete register can be used to argue that a director failed to disclose a relevant interest. Keeping the register current is cheap; reconstructing it years later under scrutiny is not. For how these obligations fit alongside your other filings, see our company compliance calendar.
Compliance Checklist
| Event | Who acts | Deadline |
|---|---|---|
| Appointment as director or CEO | Individual notifies company of interests | Within 2 business days |
| Acquisition or disposal of shares/debentures in company or related corporation | Individual notifies company of the change | Within 2 business days |
| Grant or exercise of options/rights | Individual notifies company | Within 2 business days |
| Notice received | Company records particulars in the register | Promptly |
| Annual general meeting | Company produces register for inspection | At the AGM |
Practical Tips
Give each new director and CEO a short disclosure form on appointment so their interests are captured immediately. Remind the board that the duty is personal and time-limited, and build a check into every share issue, transfer or option grant so changes are recorded within the two-business-day window. Keep the register with your other statutory records at the registered office, and review it before each AGM and before any audit or due diligence exercise. If a company secretary maintains your registers, confirm the directors’ interests register is genuinely being updated, not just listed.
Conclusion
The register of directors’ interests is a small compliance item that signals whether a company takes governance seriously. Section 164 requires it, Section 165 makes disclosure a personal two-business-day duty, and members have the right to inspect it. Keep it current alongside your conflict disclosures and service contracts, and you will pass audits and due diligence cleanly, while giving shareholders the transparency the law intends.
— The Editorial Team, Raffles Corporate Services