All companies in Singapore must be registered with the Accounting & Corporate Regulatory Authority (ACRA) and abide by the Singapore Companies Act. The key requirements for registration of a company in Singapore include:
- at least one shareholder (individual or corporate entity)
- at least one resident director
- one company secretary
- initial paid-up share capital of at least S$1
- a physical Singapore office address
Among all stakeholders in a company, the director is the most important one as he or she is the person responsible for managing the affairs of the company and providing it with directions. ACRA states: “A director must make decisions objectively, act in the best interest of the company, avoid conflicts of interest, and be honest and diligent in carrying out his duties.” Moreover, the Authority defines a director as “any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors of a corporation are accustomed to act and an alternate or substitute director”.
Thus, it is important to note that under this definition, even though a person is not formally appointed as a director, ACRA will still “recognize that person as a director if other directors of the company follow his instructions or if he is involved in the management of the company”. Though, normally, a person is said to have agreed to become a company director once he has signed the prescribed consent form to act as one. Do note that Singapore’s law doesn’t recognize the difference between an “active”, “inactive”, “shadow”, and “sleeping” director.
A company director in Singapore is responsible for ensuring that the company complies with two most important statutory requirements. This includes:
-convening and holding of the company’s Annual General Meeting (AGM)
-and the subsequent filing of its annual returns by the specified due dates (normally within a month of the AGM)
If the above two are not met, either a penalty is imposed on the company or legal action is taken against the company directors. Normally, during an AGM, dividends are declared, directors are elected, auditors are fixed and their remuneration is determined, company’s accounts and balance sheets are considered, and any other “special business” as required is conducted. While a private limited company in Singapore can chose not to hold AGMs if all members have agreed to it by way of a resolution, the company must still file its annual returns.
Other duties of a Singapore Company Director
-ensure corporate governance
-practice corporate social responsibility
-adopt ethical and socially responsible practices
-engage with society