‘One man’ companies with a single (individual or corporate) shareholder are admissible and a company can only have one director. However, at least one director must be “ordinarily resident in Singapore”, i.e. a Singapore Citizen, a Singapore Permanent Resident, or a person who has been issued an Employment Pass/Approval-In-Principle letter/Dependant’s Pass. Any person at least 18years old may be appointed as a director.
Every foreign company registered under the Companies Act must have two agents acting on its behalf in Singapore. These agents must be Singaporeans, Singapore Permanent Residents or Singapore Employment Pass Holders.
Directors of a Singapore company bear a host of duties and responsibilities. The Companies Act requires directors to act honestly at all times and exercise reasonable diligence in discharging their duties. Directors’ duties fall under three main categories:
- Fiduciary Duties: Directors have to act in what they honestly believe to be the company’s interests, and not in the interests of any other party.
- Duty of Skill, Care and Diligence: A duty of care means, for example, that a director needs to find out what his powers and responsibilities are under the company’s articles and under the law.
- Statutory Duties: Statutory duties are imposed on directors by statute, principally the Companies Act.
A Company Secretary, responsible for maintaining the company records and other administrative duties as prescribed by law, must be appointed within six months. The secretary shall be a natural person who has his principal or only place of residence in Singapore. The Companies Act prescribes minimum qualifications as regards who can be a company secretary. Private companies may also appoint their qualified employees or directors to perform these duties.
An Auditor must be appointed within three months from the date of incorporation unless it is exempted from audit requirements under Section 205B, or 205C, of the Companies Act. In practice, appointment is arranged upon incorporation of the company.