Duties of shareholders and directors
Under Singapore's solemn legal system, any company document needs the signature of the company's directors to be legally effective. If it is just a company seal, it will not have any legal effect. Any board resolution requires at least 50% of the directors to vote unanimously. If the number of directors is insufficient, that is, less than 50%, the directors can authorize a designated director to sign.
To set up a company in Singapore, you must understand the duties of a director and know that there is no concept of legal person in Singapore. If you want to set up a company in Singapore that is 100% owned by foreigners, you must appoint a person with Singapore residency as the company's director or nominee director. Singapore residency refers to Singapore citizens, Singapore permanent residents (PR), or Singapore Entrepreneur Pass holders.
| Minimum age | Maximum age | |
|---|---|---|
| private company | 18 years old | unlimited |
| Public Company | 18 years old | 70 years, unless reappointed at the company's annual general meeting |
Directors’ Duties
- The minimum number of directors of a Singapore company is one, and the maximum number is usually stated in the company's articles of association. If a company has only one director, this director is also the company's sole shareholder. If so, this director does not have the right to serve as a legal secretary at the same time. In other words, a Singapore company with only one director must have at least two company officials, such as a director and a secretary. At least one director must hold Singapore residency, which means Singapore citizenship, Singapore permanent residency (PR), or Singapore entrepreneur start-up pass holders. Senior executive visa holders (EP) are also considered local residents in Singapore. Directors must be at least 18 years old, with no upper limit for private limited companies and 70 for public companies. If they want to continue to serve, they must be renamed at the company's annual general meeting. These people are not qualified to be directors, bankrupts, criminals, people who hold orders that they are not suitable to be directors, people who have violated 3 or more company laws within 5 years, people who have received 3 or more orders from the High Court for violating laws within 5 years, and companies that threaten national interests and security and are forced to be liquidated. Any changes have the obligation to report. If a director loses his qualifications as a director, the director must notify him in writing, and the company must also report to the Singapore Accounting and Corporate Regulatory Authority (ACRA) within one month of receiving the written notice. Violators: Directors - will be fined not more than S$15,000 or imprisoned for not more than 3 years. If they continue to violate the law after being convicted, they will be fined S$1,000 for each day. Companies - will be fined not more than S$5,000. If they continue to violate the law after being convicted, they will be fined up to S$200 for each day.
