Uncover the Success Story of the Top Financial Group Stock: A Hidden Gem for Profitable Investments
Are you on the lookout for a hidden gem for profitable investments? Look no further than the success story of
By Bluebox Content Team | November 30, 2020
Download PDF
Listen Our Post
MOST POPULAR INSIGHTS
Are you on the lookout for a hidden gem for profitable investments? Look no further than the success story of
Are you tired of feeling like you’re drowning in a sea of manual processes and paperwork? Do you crave more
Picture yourself as a captain of a ship sailing through rough waters. You need to navigate through the waves and
Download PDF
Listen Our Post
MOST POPULAR INSIGHTS
Do you ever feel like you’re stuck in traffic, inching along and getting nowhere fast? That’s what bottlenecks in your
Are you struggling to implement workflow automation in your organization? You’re not alone. Workflow automation can bring significant benefits to
You’ve decided to outsource some of your company’s operations. It’s a smart move that can save you time and money,
This blog is intended for those who want an A-Z description of the duties and powers Singapore Company Director. Some of the highlights of this blog include the Director’s duties, their qualification requirement, the procedure of appointment, remuneration and the liabilities. So if you are interested in setting up a company or doing business in Singapore and may take up the directorship position in locally incorporated companies in the future, here’s all you need to know before taking charge.
Under Singapore law, a private company must have at least one director, and a public company must have at three or more. One director must be a local resident of Singapore, who is either a Singapore citizen, Singapore permanent resident or a holder of an Entrepreneur Pass or Employment Pass. He/she should not be disqualified by law to act as a director.
Directors have broad powers of management, as defined by Singapore’s Companies Act and the particular company’s Constitution. In smaller, private companies, the director likely will manage the company’s business, making most of the day-to-day decisions. In larger companies, a director will take on a more supervisory and visionary role while a management team will perform the day-to-day operations. Whether or not directors are employed by the company or being assigned any job titles, they owe the company a statutory and a fiduciary duty and are expected to perform in the way that best serves the company’s interests.
There is a wide variation to the roles and responsibilities performed by the directors. Some of the common roles are:
In order to be a director in Singapore, you need to be:
You cannot be a director if you are:
Directors are elected by the shareholders. They manage or direct the affairs of a corporation and typically make only major business decisions. They elect and monitor the activities of the officers
Every company that is registered in Singapore must have at least one director who is a resident of the country. This is a regulation of the country’s Companies Act. If a foreigner incorporates a company in Singapore but does not have a local person who can act as a resident director of the new company, then the foreigner can “hire” a person to act as a director for a fee. Such a director is called a Nominee Director or ND. Sometimes the term Local/Resident Director is also used. The ND must be a citizen or Permanent Resident of Singapore and must have a permanent address that is located in Singapore.
As long as you have at least one locally resident director, you can have foreigners/non-locals as other directors of the company. At present, if you are on a Dependant’s Pass, it is not recommend that you become a director of a company, as a conservative view suggests that fulfilling the duties of a director may qualify as “work”, which necessitates approval from MOM.
In general, directors are appointed through an ordinary resolution passed during a general meeting, however, the specific manner of appointment is dictated by the memorandum and articles of association of the company.
An ordinary resolution is a decision voted on by the shareholders of the company. Before an ordinary resolution can be passed, it must receive at least 50% of the votes cast at the general meeting. A company can pass an ordinary resolution through a physical meeting or by written means.
In most cases, before an ordinary resolution is passed, the board of directors has the power to appoint alternate or replacement directors who hold office until the next general meeting where they can be re-elected by the shareholders.
Before a director can be officially appointed, companies must first complete a series of documents and file an appointment of director notice with ACRA.
For an incoming director who is considered an ordinary resident of Singapore, an existing director or the company secretary can file an appointment of director notice with ACRA online using BizFile. However, if the director is a foreign resident, the company is required to file the appointment of director through a registered corporate service provider.
Once the appointment has been filed with ACRA and the necessary fees are paid, the director is considered officially appointed.
Note- Feel free to contact us to handle any of your Singapore company matters, including appointment of a Singapore Company Director. We have our expertise in corporate company matters and would be happy to help make our customers happy!
According to the Company Act, directors have the authority to make all decisions on behalf of the company unless the matter requires an ordinary or special resolution decided upon by a shareholder vote.
Examples of company decisions that can be made solely by the directors:
Examples of company decisions that require a shareholder vote:
A company is bound by the decisions of its directors. To ensure that directors make decisions in the best interest of their company, Singapore common law and the Companies Act mandate that directors fulfill both statutory and fiduciary duties.
With ultimate decision-making power, a director has an ethical and legal obligation to promote the financial well-being of the company. In upholding the fiduciary duties a director must:
Directors are remunerated for their service as directors in the form of Director’s Fees. Director fees are proposed, and subsequently approved by the Members of the Company, in the AGM or EGM of the Company. If the Director is under employment contract, he or she is also entitled to salary and other employment income as stated in his/her employment contracts. The Governance Code provides that no director should be involved in setting his own remuneration. Instead, the company’s board should set up a Remuneration Committee with written terms of reference.
A director who fails to meet their duties can face both civil and criminal penalties. Below is a non-exhaustive list of liabilities a director faces for each of their fiduciary and statutory duties.
For a breach of any of the fiduciary duties mentioned above, a company can do any of the following in civil court:
Similarly, a director in breach of their fiduciary duties can face the following criminal liabilities:
In order to resign as a director, you first need to ensure that there is another locally resident director, so that you meet your obligations under the Companies Act. Then your next step is to alert your company secretary, who will prepare your resignation letter and a resolution for all the other directors to sign and file the changes with ACRA. After that change is filed, your company secretary will update all the necessary registers.
In conclusion, it is not merely an honor to be elected to a board of directors. As explained intricately above, directors are subject to many arduous duties and responsibilities both at common law and by legislation. Thus, the position of director should only be considered by those with a wealth of experience in business and management, who are therefore able to run a company competently.
If you are looking for a Singapore Local Company Director or if you are willing to be one, you have reached the right place. We have a 40 year old rich legacy behind us, and we would be happy to help you with either of these matters. Contact us here to find more.
Are you on the lookout for a hidden gem for profitable investments? Look no further...
Are you tired of feeling like you’re drowning in a sea of manual processes and...
Picture yourself as a captain of a ship sailing through rough waters. You need to...
This blog is intended for those who want an A-Z description of the duties and powers Singapore Company Director. Some of the highlights of this blog include the Director’s duties, their qualification requirement, the procedure of appointment, remuneration and the liabilities. So if you are interested in setting up a company or doing business in Singapore and may take up the directorship position in locally incorporated companies in the future, here’s all you need to know before taking charge.
Under Singapore law, a private company must have at least one director, and a public company must have at three or more. One director must be a local resident of Singapore, who is either a Singapore citizen, Singapore permanent resident or a holder of an Entrepreneur Pass or Employment Pass. He/she should not be disqualified by law to act as a director.
Directors have broad powers of management, as defined by Singapore’s Companies Act and the particular company’s Constitution. In smaller, private companies, the director likely will manage the company’s business, making most of the day-to-day decisions. In larger companies, a director will take on a more supervisory and visionary role while a management team will perform the day-to-day operations. Whether or not directors are employed by the company or being assigned any job titles, they owe the company a statutory and a fiduciary duty and are expected to perform in the way that best serves the company’s interests.
There is a wide variation to the roles and responsibilities performed by the directors. Some of the common roles are:
In order to be a director in Singapore, you need to be:
You cannot be a director if you are:
Directors are elected by the shareholders. They manage or direct the affairs of a corporation and typically make only major business decisions. They elect and monitor the activities of the officers
Every company that is registered in Singapore must have at least one director who is a resident of the country. This is a regulation of the country’s Companies Act. If a foreigner incorporates a company in Singapore but does not have a local person who can act as a resident director of the new company, then the foreigner can “hire” a person to act as a director for a fee. Such a director is called a Nominee Director or ND. Sometimes the term Local/Resident Director is also used. The ND must be a citizen or Permanent Resident of Singapore and must have a permanent address that is located in Singapore.
As long as you have at least one locally resident director, you can have foreigners/non-locals as other directors of the company. At present, if you are on a Dependant’s Pass, it is not recommend that you become a director of a company, as a conservative view suggests that fulfilling the duties of a director may qualify as “work”, which necessitates approval from MOM.
In general, directors are appointed through an ordinary resolution passed during a general meeting, however, the specific manner of appointment is dictated by the memorandum and articles of association of the company.
An ordinary resolution is a decision voted on by the shareholders of the company. Before an ordinary resolution can be passed, it must receive at least 50% of the votes cast at the general meeting. A company can pass an ordinary resolution through a physical meeting or by written means.
In most cases, before an ordinary resolution is passed, the board of directors has the power to appoint alternate or replacement directors who hold office until the next general meeting where they can be re-elected by the shareholders.
Before a director can be officially appointed, companies must first complete a series of documents and file an appointment of director notice with ACRA.
For an incoming director who is considered an ordinary resident of Singapore, an existing director or the company secretary can file an appointment of director notice with ACRA online using BizFile. However, if the director is a foreign resident, the company is required to file the appointment of director through a registered corporate service provider.
Once the appointment has been filed with ACRA and the necessary fees are paid, the director is considered officially appointed.
Note- Feel free to contact us to handle any of your Singapore company matters, including appointment of a Singapore Company Director. We have our expertise in corporate company matters and would be happy to help make our customers happy!
According to the Company Act, directors have the authority to make all decisions on behalf of the company unless the matter requires an ordinary or special resolution decided upon by a shareholder vote.
Examples of company decisions that can be made solely by the directors:
Examples of company decisions that require a shareholder vote:
A company is bound by the decisions of its directors. To ensure that directors make decisions in the best interest of their company, Singapore common law and the Companies Act mandate that directors fulfill both statutory and fiduciary duties.
With ultimate decision-making power, a director has an ethical and legal obligation to promote the financial well-being of the company. In upholding the fiduciary duties a director must:
Directors are remunerated for their service as directors in the form of Director’s Fees. Director fees are proposed, and subsequently approved by the Members of the Company, in the AGM or EGM of the Company. If the Director is under employment contract, he or she is also entitled to salary and other employment income as stated in his/her employment contracts. The Governance Code provides that no director should be involved in setting his own remuneration. Instead, the company’s board should set up a Remuneration Committee with written terms of reference.
A director who fails to meet their duties can face both civil and criminal penalties. Below is a non-exhaustive list of liabilities a director faces for each of their fiduciary and statutory duties.
For a breach of any of the fiduciary duties mentioned above, a company can do any of the following in civil court:
Similarly, a director in breach of their fiduciary duties can face the following criminal liabilities:
In order to resign as a director, you first need to ensure that there is another locally resident director, so that you meet your obligations under the Companies Act. Then your next step is to alert your company secretary, who will prepare your resignation letter and a resolution for all the other directors to sign and file the changes with ACRA. After that change is filed, your company secretary will update all the necessary registers.
In conclusion, it is not merely an honor to be elected to a board of directors. As explained intricately above, directors are subject to many arduous duties and responsibilities both at common law and by legislation. Thus, the position of director should only be considered by those with a wealth of experience in business and management, who are therefore able to run a company competently.
If you are looking for a Singapore Local Company Director or if you are willing to be one, you have reached the right place. We have a 40 year old rich legacy behind us, and we would be happy to help you with either of these matters. Contact us here to find more.
Tell us a little about your business and let's talk about how we can make a positive difference to you