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The Singapore Law Gazette

Employment Pass Holders Taking Up Secondary Directorship Appointments

Employment Pass (“EP”) holders are generally only allowed to work for their employer as specified on their work pass. When EP holders undertake directorship appointments (executive or non-executive) in other companies, they are required to discharge directorship duties under the Companies Act. This constitutes a form of work for which a work pass is required. Should they wish to do so, they will have to apply for and be granted a Letter of Consent (“LOC”) pursuant to regulation 11 of the Employment of Foreign Manpower (Work Passes) Regulations 2012.

Taking Up Secondary Directorship Appointments in Eligible Companies

Directorships in Related Companies

MOM will generally grant an LOC to allow EP holders to take up secondary directorship appointments in companies that are related by corporate shareholding to the EP holder’s primary employer, as these appointments may be critical to their primary job role.

MOM may also grant an LOC for EP holders to take up secondary directorship appointments in companies that have an indirect shareholding relationship with the EP holder’s primary employer. This may include holding companies of the primary employer or subsidiaries of the holding company of the primary employer. Secondary directorships are allowed in any of the companies other than the primary employer (as illustrated in Scenarios 1 and 2 below):

The company requesting for the EP holder to hold a directorship appointment (“secondary employer”) will be required to provide MOM with an organisation chart which explains its relationship with the EP holder’s primary employer.

Directorships in Unrelated Companies

If the secondary directorship appointment is in an unrelated company, MOM relies on the assessment of a sector government agency regulating or promoting the development of the industry. The LOC may be granted if the agency supports the application. For instance, employees of fund managers licensed by the Monetary Authority of Singapore (“MAS”) would be allowed to take on directorship for their investment vehicles as this is supported by MAS.

For exceptional cases, MOM may also grant an LOC if the EP holder is sufficiently senior or has a significant ownership stake in the company. Each case is assessed on its merits and MOM will ask for relevant information to make the assessment.

How to Apply for an LOC?

Eligible companies that wish to appoint an EP holder from another company to their Board of Directors may refer to the MOM website for detailed steps on how to apply for an LOC.

Secondary directorship LOC applications will generally be processed within five weeks. Employers should factor this processing time in their planning when submitting applications.

Ministry of Manpower

The Law Gazette is the official publication of the Law Society of Singapore.