Director Remuneration in Singapore: How to Approve and Document Fees and Salary

Short answer: In Singapore, directors’ fees for holding the office of director must be approved by the members in a resolution dealing only with that matter, under section 169 of the Companies Act 1967. Salary for an executive role is usually set by the board under a service agreement. Either way, keep signed resolutions, minutes and conflict declarations on file.

Director remuneration in Singapore is easy to pay and easy to get wrong on paper. Many owner-managed companies pay the director monthly and sort out the labels at year end, leaving fees without the member approval the Companies Act requires and tax reported in the wrong year. This guide covers who approves each type of pay, which records to keep, and how the Inland Revenue Authority of Singapore (IRAS) and the CPF Board treat each payment. For the tax and CPF comparison, see our guide to director fees vs salary vs dividends.

Raffles Corporate Services works with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice. This article is general information only and is not legal advice.

Who approves director remuneration in Singapore?

It depends on what the payment is for. Fees for the office of director are approved by the members (shareholders); pay for an executive job is normally set by the board under the constitution and a service agreement.

Section 169(1) of the Companies Act 1967 says a company must not, at any meeting or otherwise, provide or improve emoluments for a director “in respect of his or her office as such” unless the provision is approved by a resolution that is not related to other matters. Any resolution passed in breach is void. Section 169(2) defines emoluments widely, including fees, percentages, taxable expense allowances, pension contributions and non-cash benefits. There is no exemption for small companies.

The IRAS e-Tax Guide on director’s fees reads section 169 the same way: director’s fees must be disclosed to and approved by the members before they can be paid. In practice this means an ordinary resolution of the members, passed either at a general meeting or as a written resolution.

What does the Model Constitution say about directors’ fees and salary?

If your company uses the Model Constitution in the Companies (Model Constitutions) Regulations 2015, or a constitution based on it, the members set directors’ remuneration and the board sets a managing director’s pay.

• Regulation 74(1): the remuneration of the directors is to be determined by the company in general meeting from time to time.
• Regulation 74(3): directors may be paid travelling, hotel and other expenses properly incurred in attending meetings or in connection with the company’s business.
• Regulations 95 and 96: the directors may appoint one of themselves as managing director on terms they think fit, and a managing director may receive salary, commission or participation in profits as the directors determine, subject to any agreement.
• Regulation 76(i): a director’s office becomes vacant if, without the consent of the company in general meeting, the director holds any other office of profit under the company except that of managing director or manager.

Many companies have bespoke constitutions, so read yours first. Regulation 76(i) is a common trap for a director employed in a role other than managing director or manager.

How should a company approve directors’ fees step by step?

Put the fee to the members as its own resolution, record the approval, then pay.

1. The board agrees the proposed fee for each director (an amount or an annual cap), and each interested director declares their interest.
2. The company secretary drafts a members’ resolution dealing only with directors’ fees, stating the amount, the financial year and whether it is in arrears or in advance.
3. The resolution is tabled at the annual general meeting (AGM) or circulated as a written resolution under section 184A. An ordinary resolution in writing passes once members holding a majority of the total voting rights have agreed to it.
4. The secretary records the result in the minute book within one month, as section 188 requires.
5. Payroll pays the approved amount and reports it on Form IR8A for the year in which the director becomes entitled to it.

A private company that has dispensed with AGMs under section 175A approves fees by written resolution under section 184A (section 175A(10)). Our guide to section 184A written resolutions covers signing thresholds and timing.

How is an executive director’s salary approved and documented?

The board approves the salary and the terms go into a written service agreement, with the interested director declaring their interest and not voting on it where the constitution says so.

Under the Model Constitution the directors set a managing director’s remuneration (regulation 96). The board resolution should record the role, start date, salary and any bonus formula, and approve the service agreement. Our article on the director’s service agreement covers the usual clauses.

Keep the line between salary and fees clear. A payment called salary that is really a reward for sitting on the board is caught by section 169. Where there is doubt, have the members approve the executive package too.

Does a director have to declare a conflict of interest over their own pay?

Yes. A director’s service agreement or fee arrangement is a transaction with the company in which that director is interested, so section 156 applies.

Section 156(1) requires a director who is directly or indirectly interested in a transaction with the company to declare the interest at a board meeting, or by written notice to the company, as soon as practicable. Interests of a spouse and children are treated as the director’s own (section 156(13)). The company secretary must record every declaration in the minutes (section 156(11)). Failure is an offence punishable by a fine of up to S$5,000 or imprisonment of up to 12 months (section 156(15)).

Under regulation 85 of the Model Constitution, an interested director must not vote on the transaction, and if they do, their vote is not counted. Read more in our guide to disclosure of directors’ interests under section 156.

Can a company pay director fees before the members approve them?

Paying fees before any member approval is risky, because section 169 requires the approval before emoluments are provided. The clean solution is to have the members approve the fees in advance, then pay monthly.

IRAS recognises two patterns. Fees approved in arrears are voted at the AGM after the year of service. Fees approved in advance are voted before the year ends, often as a cap, so the company can pay as the year runs. If fees were paid without either approval, table a resolution at the next general meeting and ask an adviser whether that cures the problem on your facts.

Compensation for loss of office is stricter still. Section 168 makes compensation for loss of office unlawful unless the particulars, including the amount, are disclosed to and approved by the members in general meeting, subject to limited exceptions in section 168(1A) and (5).

When are director fees taxable, and how do IR8A and CPF work?

IRAS taxes director’s fees in the year the director becomes entitled to them. For fees approved in arrears that is normally the date of the AGM or general meeting; for fees approved in advance it is as and when the services are rendered.

The IRAS e-Tax Guide “Tax Treatment of Director’s Fees and Bonuses from Employment” (fourth edition, published 30 January 2026) gives the detail. If a director’s letter of appointment lets them enforce payment monthly, they are entitled monthly. The same date drives Form IR8A reporting and section 45 withholding tax on fees to a non-resident director. For the company, fees accrued for approval in arrears are deductible for that year only if tabled at the AGM that approves that year’s accounts.

The CPF Board states that CPF contributions are not payable on directors’ fees voted to company directors at general meetings. A director engaged under a contract of service and paid a salary on top of any fee is an employee, and CPF is payable on the salary. The IRAS IR8A notes treat any employer CPF paid on director’s fees as voluntary contributions. If you run payroll for directors, our free tools can help with the numbers.

Which resolutions, minutes and records should the company keep?

Keep a trail from proposal to payment for every director, every year.

• Members’ resolution approving directors’ fees, as a stand-alone item, with amounts, the financial year and whether approved in arrears or in advance.
• AGM minutes or the written resolution, entered in the minute book within one month (section 188).
• Board resolution approving each executive director’s salary, bonus formula and service agreement.
• Section 156 declarations of interest, recorded in board minutes, or written notices circulated to the other directors.
• Payroll records, Form IR8A copies or Auto-Inclusion Scheme submissions, and CPF submissions for salaried directors.
• For tax, the approval date, amount approved and any write-back of unapproved fees, retained for at least five years from the relevant Year of Assessment.

Our guide to minute books and meeting minutes explains how to keep these properly, and our note on accrued directors’ fees and tax deductions covers year-end accruals. Our sister site Singapore Secretary Services also covers secretarial practice.

Frequently asked questions

Can directors’ fees be approved by the board alone?

No. Section 169 requires a resolution of the company dealing only with the director’s emoluments, and the IRAS e-Tax Guide describes this as approval by the members. A board resolution alone does not satisfy section 169 for fees paid for the office of director.

Can the fee resolution be combined with approving the accounts?

No. Section 169 requires a resolution that is not related to other matters. Table directors’ fees as a separate item at the AGM or as a separate written resolution, otherwise the resolution is void.

Does a sole director and shareholder still need a resolution?

Yes. Section 169 has no exemption for small companies. The member can pass the resolution in writing under section 184A, and the sole director should also record any section 156 declaration in the minute book under section 188(3A).

Are director’s fees reported on Form IR8A?

Yes. IRAS requires Form IR8A for company directors, including non-resident directors, given to them by 1 March of the following year. Employers in the Auto-Inclusion Scheme submit the information to IRAS electronically instead.

Last reviewed: 3 November 2026. The Editorial Team, Raffles Corporate Services.