Duties and Responsibilities of Directors
DIRECTORS must comply with the common law and specifically with the Companies Act of Singapore. As most of the company’s powers are vested in the board of directors, they actually control its affairs and are thus answerable to the company’s shareholders collectively.
Directors’ Fiduciary Duties require directors to be loyal to the company and must act honestly and in good faith when exercising their powers. Where a director has a personal interest that may conflict with his fiduciary duties to the company, he should make disclosure to the company and obtain the approval of the company.
Duties To Appoint Company Secretary within 6 months from date of incorporation and ensure that the persons appointed are persons who appear to them to have the requisite knowledge and experience to discharge the functions of secretary of the company pursuant to Section 171 of the Companies Act.
The Statutory Books of The Company shall be kept 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). In addition, minutes of directors and shareholders’ meeting must be maintained. Changes in certain statutory information must be lodged with the ACRA on the prescribed forms within specified time limits as stipulated by the Companies Act.
Duties to Hold Annual General Meeting (AGM) And File Annual Return To ACRA
Pursuant to Section 175 of the Companies Act (Cap. 50) (the Act) the Company must hold an AGM within 18 months from the date of incorporation. Thereafter every AGM must be held once in every calendar year and not more than 15 months after the last AGM. The company must file the Annual Return with the Accounting and Corporate Regulatory Authority (ACRA) within 1 month from the date of the AGM.
Duties to Keep Proper Records and Prepare Annual Accounts
With effect from Year of Assessment 2008 onwards, employers are required to keep proper records of all employees’ income and deductions submitted to IRAS for 5 years.
The directors must prepare a profit and loss accounts and balance sheet together with notes to the accounts giving a true and fair view of the state of affairs of the company at the end of the financial year.
The director’s report attached to the accounts must be approved by the board and signed by two directors.
Duties to Comply With Tax Obligation Imposed By IRAS
The company is required to declare its income by completing an Income Tax Form for companies, known as Form C or Form C-S, each year.
In recent years, the Singapore government has put in more legislation to tighten and to increase the responsibilities of directors in Singapore making them more accountable. As directors you may feel overwhelmed by all the requirements but the anxiety caused can be alleviated if you engage a competent firm which can offer you the appropriate professional advice and helping you effectively monitor the affairs of the company.