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[ESTABLISHING A BUSINESS ENTITY IN SINGAPORE]
in the company and/or order damages in favour of the minority shareholder. Directors A director is a person in charge of managing the affairs of the company. He must make decisions objectively and in the best interests of the company. The director must meet the following basic requirements:- (1) At least 18 years of age and of full legal capacity; and (2) Is not disqualified from acting as a director of a company (for example, is not an undischarged bankrupt or has not been convicted of offences involving fraud or dishonesty punishable with imprisonment for 3 months or more). There must be at least one local director who is ordinarily resident in Singapore. Apart from the above criteria, the local director must also be a Singapore Citizen, Singapore Permanent Resident or foreigner who is an EntrePass holder or Employment Pass (EP) holder with a letter of consent issued by the Ministry of Manpower. Unless the constitution provides otherwise, a company may appoint a director by ordinary resolution. Company secretary A company must appoint a secretary within 6 months from its incorporation date. The company secretary must be: (1) A natural person; and (2) Locally resident in Singapore. The position of company secretary must not be left vacant for more than 6 months. A director may also be a company secretary unless he is the sole director of the company.
Goodwins Law Corporation offers corporate secretarial services to many of its clients. Auditor Every company must appoint an auditor approved by ACRA within 3 months of incorporation unless it is exempted from audit requirements under relevant sections of the Companies Act 1967. Exempt private companies Small companies are exempt from audit requirements. Small companies which are either holding companies or subsidiaries will, however, only qualify for such an exemption if the corporate group to which they belong is regarded as a “small group”. A ‘small company’ is defined according to its financial year:- (1) it is a private company throughout the financial year; and (2) it satisfies any two of the following criteria for each of the two financial years immediately preceding the financial year: (a) the revenue of the company for each financial year does not exceed SGD 10 million; (b) the total assets of the company at the end of each financial year does not exceed SGD 10 million; and/or (c) it does not have more than 50 employees at the end of each financial year. In lieu of annual returns, exempt private companies must submit a declaration signed by the directors and company secretary to confirm the solvency of the company. Financial statements should still be prepared and made available for ACRA’s inspection even though these need not be audited.
ILN Corporate Group – Establishing a Business Entity Series
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