SINGAPORE Law and Practice Contributed by: Azmul Haque, Ashley Chew, Hu Yutong and Aaron Leong, Collyer Law LLC
• directors, chief executive officers, secretaries and auditors; • registered office address; • share capital and shareholdings; and • amendments to the constitution. Companies are also required to maintain up-to-date statutory registers (including registers of members, directors and secretaries). Annual Reporting A private company must comply with ongoing annual reporting requirements, which include the following. • Preparing financial statements in accordance with applicable accounting standards, unless exempted (eg, dormant companies or certain exempt private companies). • Holding an annual general meeting (AGM) to pre - sent and approve the financial statements, unless exempt. Private companies may dispense with AGMs by passing written resolutions, subject to statutory requirements. • Filing annual returns with ACRA, including updated company information and, where applicable, finan - cial statements. The filing must be made within prescribed timelines after the financial year end. Audit requirements depend on whether the company qualifies for exemptions, such as the small company audit exemption, which is based on size criteria (eg, revenue, assets and number of employees). Tax filing obligations with the Inland Revenue Author - ity of Singapore (IRAS), including corporate income tax returns and filings, apply separately from ACRA requirements. 3.4 Management Structures Companies Limited by Shares (Public and Private) The board of directors is responsible for managing the company’s business and affairs, and may delegate authority to management, committees or authorised officers. Shareholders do not participate in day-to-day man - agement, but retain powers reserved to them under the Companies Act, the constitution and any share -
holders’ agreement, including approval of specified matters and the appointment or removal of directors. In practice, the allocation of decision-making powers is determined by the Companies Act, the company’s constitution and shareholders’ agreements, which should be read together. LLPs The management structure for partnerships differs from companies and is generally more flexible. The management of an LLP is governed primarily by the LLP agreement, subject to the Limited Liability Part - nerships Act 2005. Partners typically manage the business, and each LLP must have at least one man - ager ordinarily resident in Singapore for compliance A Singapore branch does not have a separate govern - ance structure. It is managed as part of the foreign company, which retains control over its operations. Branches must comply with local registration require - ments and appoint locally resident authorised repre - sentatives, but management authority remains with the head office. 3.5 Directors’, Officers’ and Shareholders’ Liability Directors and Officers purposes. Branches Directors and officers of Singapore companies are subject to duties under both the Companies Act and common law. These duties apply to all directors, including de facto and shadow directors in certain circumstances. Generally, directors have the duties to: • act bona fide in the best interest of the company; • act for proper purpose; • avoid conflicts of interest; and • exercise care, skill and diligence in the discharge of their duties. These duties are owed to the company, rather than directly to shareholders or creditors (subject to limited exceptions, such as insolvency situations).
936 CHAMBERS.COM
Powered by FlippingBook