Directors of Singapore Incorporated Companies are required to comply with the Companies Act of Singapore.
These are the roles of a Singapore Company’s directors
| Role | Description |
|---|---|
| Fiduciary Duties | Directors have a fiduciary duty to their company. This means that they must be loyal to the company and must act honestly and in good faith when exercising their powers. |
| Statutory Books | Every company shall keep a register of its members and the various statutory books at the company’s registered office or some other appropriate place where notice of the place has been lodged with the Accounting and Corporate Regulatory Authority (ACRA). Minutes of directors and shareholders’ meeting must also be maintained. |
| Statutory Filings | Changes in certain statutory information (e.g. notification of a change of registered office address, appointment or resignation of directors, secretaries, or auditors, allotment of shares) must be filed with ACRA.
An annual return and a copy of the audited accounts must be filed with ACRA within one month from the annual general meeting of the company, unless it is an exempt private company. |
| Accounting Records | Proper accounting records must be kept to sufficiently explain the transactions and financial position of the company. |
| Annual Accounts | The directors must prepare a profit and loss accounts and balance sheet. |
| Appointment of Auditors | The directors of a company must appoint an auditor within three months of the company’s incorporation. |
| Directors’ Meeting | Adequate notice should be given to allow full attendance of the directors. The relevant papers should be circulated together with the notice so that the directors are well prepared when attending the meeting. |
| Shareholders’ Meeting | Meetings may be convened by the directors or, in certain circumstances, by the shareholders themselves. The shareholders are required to meet with each other and vote on certain issues which require their agreement.
Usually a company has at least one meeting in a year which is known as the annual general meeting (AGM). The directors must ensure that the first AGM is held within 18 months of the incorporation of the company and, following that, in every calendar year at not more than 15 months interval. The Companies Act also requires that all AGMs must be held within six months from the financial year end of the company. |
