Practical Law: Transactions with Directors Requiring Approval of Members of a Company, and Appointing a Director of a Private Company - Singapore (2025)

20 November 2025

Allen & Gledhill contributed the 2025 update to the following pieces on company law for Practical Law:

• Contributed by Counsel Tan Yen Jin and Associate Kristofer Lim, Transactions with Directors Requiring Approval of Members of a Company (Singapore) discusses certain transactions and arrangements between a private limited company in Singapore and its directors that require member approval under the Companies Act 1967. The practice note outlines key restrictions designed to protect a company and its members from dealings that may benefit directors to the company’s detriment. It examines the requirements for obtaining member approval for various transactions, including substantial property disposals, self-dealing, and payments for loss of office or director emoluments. It also provides guidance on the prohibitions related to loans, quasi-loans, credit transactions, and similar arrangements with directors or persons connected with them. In addition, the practice note explores the process for seeking member approval, statutory exceptions to the rules, and the potential consequences of non-compliance.

• Contributed by Counsel Tan Yen Jin and Practice Trainee Emma Kim Pereira, Appointing a Director of a Private Company: Checklist (Singapore) sets out matters to consider when appointing directors (including a chairperson or executive directors) of a Singapore private company limited by shares. The checklist covers the formal appointment procedure, eligibility requirements, term of office, and post-appointment formalities.

Reproduced from Practical Law with the permission of the publishers. For further information, visit www.practicallaw.com.