Singapore Company Directors Fiduciary Duties
Duties of a Singapore Company Director
The directors should comply with the Companies Act of Singapore and Common Law when carrying out his duties. The actual power of the company vests in the BOD and it is they who control the company’s affairs and hence are answerable to the shareholder’s of the company.
All the directors of the company have fiduciary duties. It means that the directors should be loyal to their company and act in good interest and honestly when using their powers. A conflict might arise if the director uses his powers for his personal benefit. It is therefore necessary that the director discloses the required information and obtain proper approval before proceeding.
All the companies must keep a proper register and maintain the information about their members and other statutory books at an appropriate place or the registered office of the company. The Notice of that place should be lodged with ACRA. Apart from this, the minutes of meeting between the shareholders and directors should also be maintained. The members of the company can inspect the minutes of the shareholders meeting at any point of time.
While making the changes in the statutory information like notification for changing the address of the registered office, resignation or appointment of the directors, auditors, or secretaries, allotment of the company’s shares it is necessary that the changes must be informed to the ACRA in prescribed formats within the desired time limits as specified in the Companies Act.
Apart from this, the company should also file an annual return with the Accounting and Corporate Regulatory Authority along with the copies of audited accounts. The annual return must be filed within a month of the AGM except the one that is an exempt private corporation (a private organization whereby the shares of the company are not held indirectly or directly by any other corporation or which does not has more than 20 members). A private company that is exempt needs to file an exempt private company certificate that states that the undertaking can take up its liabilities if they fall due and that there are set of audited accounts that have been produced before the company during the annual general meeting.
It is the duty of the managers and directors of company to maintain the accounting records so as to explain the financial position and transactions of the company sufficiently. The records commonly comprise of details of the purchases and sales of goods, record of the assets of the company, its annual stocktaking and other liabilities. All the accounting records should be kept safe at the registered offices of the company or any other location which is perfect according to the director. According to the Companies Act, all the accounting records of the company should be kept safe for at least five years.
It is the duty of the directors to prepare a profit and loss statement as well as balance sheet along with the notes of the accounts in a fair and true view of the company’s states of affairs at the end of the financial year. The report that is attached to the director’s report should be signed by any two directors and approved by the board.
Appointment Of Auditors
The company’s director should appoint an auditor within a period of three months from the incorporation of the company. The auditor is responsible to hold the office until the first annual general meeting of the company is concluded.
In order to get full attendance in the annual general meeting, it is necessary that adequate notice is provided to the members beforehand. All the necessary papers need to be circulated in addition to the notice so that the board members can be well prepared during the meeting. It is the duty of the director to make sure that regular meetings are organized so as to review the financial and trading situation of the company from time to time. The frequency of organizing the meetings is greatly dependent on the operations of the company.
Certain rules and regulations are prescribed by both the Company’s articles as well as Companies Act with respect to the shareholder’s meetings. The meetings can either be called by the Directors as well as the shareholders themselves. Meeting with the shareholders is essential to discuss on certain issues and vote for approval of different agreements. There are certain issues laid down by the Companies Act with respect to the period of notice and approval of the issues. Recording the minutes of the meeting of all shareholders is also essential and should be duly signed by the chairman. The copy of the resolution approved at the meeting should be registered with ACRA.
Mostly the companies follow a pone meeting pattern annually which is generally known as AGM (Annual General Meeting). According to the Companies Act, the first Annual general meeting should be held within a period of 18 months of the incorporation of the company and should not exceed more than 15 months in every financial year. The Companies Act also requires that all AGMs must be held within six months from the financial year end of the company.
The directors can call the shareholder’s meeting to vote on any issue that requires the agreement of the members. These meetings are also called by the names of extraordinary general meetings.
Do you know… the roles and responsibilities of a company’s director entail huge liabilities and several duties. Any breach of duty in any case by a director can result in criminal liabilities or civil liabilities.
Singapore Nominee Resident Director Service
Recently, there have been increasing legislations with respect to the responsibilities and duties of the Directors in Singapore. However, there cannot be any reduction in the legal responsibilities, except by a statute but the anxiety caused can only be alleviated by the right professional advice and monitoring the company affairs.
If you are not able to find a Singapore Director to meet the requirements of your company, you can seek our help in the form of Nominee Director Service. We can provide you a local Nominee director to carry out the roles and responsibilities of your company. However, there are some requirements that need to be fulfilled in this regard.
- This service is provided only for the purpose of statutory compliance. The Nominee Director will not take part in any of the managerial operations of the company.
- The company must appoint additional one or two members as the shareholders as the directors who will be held responsible for carrying out the operations of the company.
- You need to satisfy the ongoing and initial requirements of the KYC requirements.
- Execute the Indemnity Agreement for our Nominee Director
- The service seekers are required to make a security deposit in addition to the fees.
We also ask for a security deposit that is refundable for the provision of the Nominee Director Service. These services can be concluded any time as per your convenience. The company must hire a Singapore resident Director before ending up the services with us.