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The Liability of Directors in Singapore

Directors don’t only have statutory duties. They also have common law duties.

Common Law Duties

(1) Duties recognised by the common law are duties that have been established by previous cases. Common law duties often overlap with statutory duties for the simple reason that statutes are codification of the common law duties.

(2) Duty to exercise power in good faith for the company’s interests
Directors owe a fiduciary duty to the company they are a director of, and are therefore required to act in the interests of the company.

(3) Duty to avoid conflicts of interest
An example of a duty to avoid conflicts of interest may include that a director is not allowed to hijack a business opportunity that he comes across through his role as a director in the absence of the informed consent of the company.

(4) Duties of skill, care and diligence
Failure to act dutifully in such regard may result in suing the for negligence.

The said duties are just some of the main duties associated with directors. Given that these are not codified by statute, each case needs to be examined on its facts. A further analysis would require an examination of the case to determine what specifically can constitute the interest of the company and etc.

Please note that this article does not constitute express or implied legal advice, whether in whole or in part. For your Free First Consultation or if you simply require more information, email us at



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