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On 8 May 2024, 45-year-old Tham Li Ling, Felicia (“Felicia”) was convicted of three counts of an offence under Section 157(1) of the Companies Act punishable under Section 157(3)(b) of the same Act for failing to exercise reasonable diligence in the discharge of her duties as a director of three companies. She was sentenced to 16 days’ imprisonment and disqualified from being a company director for five years. Another four counts of the same offence were taken into consideration for the purposes of sentencing.

Background of the case

Investigations by the Commercial Affairs Department revealed that in or around 2016, Felicia began to take on nominee director appointments for multiple companies incorporated by JJ & E Management Pte Ltd (“JJ&E”), a corporate service provider in Singapore. She took on these nominee director appointments to allow each of these companies, which had been incorporated on behalf of JJ&E’s foreign clients, to fulfil the statutory requirement under the Companies Act for a Singapore-based firm to have at least one local resident director.

Between December 2017 and February 2018, Felicia agreed to be the local director of three companies incorporated by JJ&E, namely Jana United Pte Ltd, Amey Cespa (AWRP) ODC Pte Ltd and Motexo Pte Ltd (hereafter referred to as “the three companies”). During the period of her directorship in the three companies, she relinquished control of their local bank accounts to the foreign directors of the companies and did not have any access to their account facilities or bank statements. She also had no knowledge or oversight of the three companies’ affairs or financial transactions.

As a consequence of Felicia’s failure to exercise reasonable diligence in the discharge of her duties as a director of the three companies, the three companies received a total of approximately US$2.87 million in fraudulent proceeds in their bank accounts, from multiple business email compromise scams perpetrated against foreign victims between January 2018 and May 2018. 

Any person who commits a breach of Section 157(1) of the Companies Act shall be guilty of an offence punishable under Section 157(3)(b) of the same Act and shall be liable on conviction to a fine not exceeding S$5,000 or to imprisonment for a term not exceeding 12 months. 

Company directors who fail to exercise reasonable diligence in the discharge of their directors’ duties run the risk of allowing their companies to facilitate the retention or control of benefits derived from criminal conduct. The Police take a serious view of the offence and will not hesitate to take offenders to task. Individuals should not take on directorship of a company over which they have limited or no oversight or control of, as the company may be used for illegal purposes such as the laundering of criminal proceeds.