Duty of Statutory Secretary
2019-05-03IPOS
2019-06-13
Director’s Duty
Under Singapore law, any company document requires the signatures of the directors of the company to take effect. Without these signatures, a document which has been stamped with the company seal has no legal effect. In the case of a company resolution, at least two directors’ signatures are required. The board resolution requires the consent of a majority of the directors (more than 50%). If there are a large number of directors, a director can be authorized to sign the documents after the board has passed a resolution.
In establishing a company in Singapore, there is no concept of a legal person, but you need to know the duties of “directors.” If a local Singaporean company has 100% foreign ownership, a person holding long-term residence status in Singapore must be a director of the company (such as a Singaporean citizen, a Singaporean permanent resident, or a holder of a Singaporean entrepreneurship permit) so that the company can be registered in accordance with the law.
1. Under the provisions of the Company Law, a company needs at least one director, and the maximum number of directors can be generally stated in the articles of association.
If a company has only one director, the sole director may also be the sole shareholder of the company. Then, the director cannot be the legal secretary of the company at the same time. That is, a company with only one director must have at least two public servants of the company, such as directors and secretaries.
2. At least one director is a resident of Singapore.
This means that least one of the directors should have a local residential address. Singaporean citizens, permanent residents of Singapore and business permit holders can be regarded as permanent residents of Singapore. EP Senior Staff Visa holders are also regarded as permanent resident of Singapore, subject to the current local laws and regulations governing the employment of foreign talent.
3. From 1 March 2009, any person over the age of 18 may be a director of a company.
The minimum age requirement for directors of a private limited company is 18 years and there is no maximum age limit. The minimum age requirement for directors of a listed company or a subsidiary of this listed company is 18 years and the maximum age is 70 years, unless the director is re-appointed as a director at the annual general meeting of the company.
4. Who can't be a director of a company?
- A bankrupt - A person convicted of criminal offences such as fraud or dishonesty - Those who are disqualified pursuant to court order - Those convicted for at least 3 years of more for an offence punishable under the Companies Act within a period of 5 years - Received three or more court orders against the acts within a period of 5 years -Company wound up for reasons of national security and interest
5. Obligation to report changes
A director is required to notify the company in writing if his directorship is disqualified. The company is required to report this matter to the Accounting and Corporate Regulatory Authority of Singapore (ACRA) within one month of being notified, as ACRA does not automatically update directors. After disqualification, a director is obliged to give written notice to every company in which he serves. * * If a director has been disqualified from being a director but has not notified the company in writing, he will violate the provisions of the Companies Act and will be fined not more than 15,000 SGD or imprisoned for not more than three years. At the same time, if he continues to violate the law after being convicted, he will be fined 1,000 SGD per day. * * * If the company fails to report to ACRA after receiving written notice of disqualification of the director, it will be fined up to 5000 SGD and will pay a fine of up to 200 SGD per day if the company continues to violate the Act after conviction.
Singapore FOZL Group Pte. Ltd.
Accounting and Corporate Regulatory Authority of Singapore licensed corporate advisory firm.
Singapore Company Registration, Annual Return, Accounting & Tax
Trademark Registration, Corporate Advisory, Serviced Offices.
6 Raffles Quay，#14-02， #14-06， Singapore 048580
Accounting and Corporate Regulatory Authority of Singapore licensed corporate advisory firm.
Singapore Company Registration, Annual Return, Accounting & Tax
Trademark Registration, Corporate Advisory, Serviced Offices.
6 Raffles Quay，#14-02， #14-06， Singapore 048580