In Singapore, every company has to have at least one director. In some cases, a company can have more than one director and this is very common. Every company requires at least one of the director to be a resident director. A resident director is a director whose normal place of residence is in Singapore. This means that this individual is living in Singapore. He or she can be a Singaporean, a Singapore Permanent Resident or a foreigner with a valid Employment Pass or EntrePass that is tagged to that particular company.

 

How a director should act

The director has a fiduciary duty to the company. Therefore, the director is expected to act in the best interests of the company and to prevent any possible conflicts of interest which may arise. If there are conflicts of interest, the director has the responsibility to disclose these conflicts to the rest of the company, namely the shareholders.

 

Statutory requirements under the Companies Act and compliance with the Company Constitution

The director is required, under the Companies Act, to ensure that the company complies with the Companies Act and the Constitution of the Company. Here are some of the statutory requirements which directors have to ensure that the company adheres to.

 

1) The holding of the Annual General Meeting
2) The Filing of Annual Returns
3) Keeping of Statutory Registers
4) Registering an address
5) Reporting changes in company officers like directors, secretaries, auditors and managers to the registrar
6) Reporting changes in shareholding
7) Reporting changes in the Register for Directors’ Shareholding

The directors have a responsibility to ensure that the changes and filings done are in accordance with the Constitution of the Company as well as the Companies Act.

Here is an article about the importance of complying and some examples of directors who have been charged in court:

The importance of complying with the Constitution and the Companies Act

When in doubt, seek legal advice or consult an experienced ACRA Filing Agent.

 

Yours Sincerely,
The editorial team at Singapore Secretary Services

 

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