Singapore Court of Appeal Ruling: Director Responsibilities Clarified

It is common for companies to appoint directors who have a passive role in the company so as to fulfil the statutory requirement under the Companies Act or to hold a non-executive position with limited roles and management of the company.

In the recent case of BIT Baltic Investment & Trading Pte Ltd (in compulsory liquidation) v Wee See Boon [2023] SGCA 17, this serves as a reminder that there is no distinction between active and passive directors and all directors are subject to the same fiduciary duties or duties of care, skill and diligence

The main points of the above are summarised in the attached factsheet.