If a Singapore director breaches their duty, the company can sue for damages, compensation, or removal, and face criminal fines.
Before we go into that, let’s understand that company directors are personnel elected or appointed to manage a company’s business and affairs. The person who assists a director with their duties is usually a company secretary.
Director’s Duties in Singapore
Directors must always act honestly, in the best interests of the company, and with reasonable care. Furthermore, the consequences of a breach of directors’ duties in Singapore can be detrimental. Moreover, a shareholder, creditor, or even the company can bring proceedings against a director personally for a breach of any of their duties, provided loss or damage was caused as a result of a breach.
Types of Director Breaches in Singapore
As the saying goes, great power comes with great responsibility. This applies to directors under the Companies Act, which outlines offenses, breaches, and penalties. Additionally, if this is breached, companies and authorities must address the issue through common law.
A breach might include:
If any of the above takes place, as such, it is the company, through its board of directors (and/ or shareholders) that decides whether to act against the director. If a director breaches his duties, the company can do any of the following:
Severe Consequences Foreign Directors in Singapore Face
On top of all the above, a foreign director holding a work visa such as an Employment Pass (EP) or Entrepreneur Pass (EntrePass) would have even more to lose. In the simplest cases, you’re just paying a fine. However, in the worst, your work visa is canceled, and you might have lower success rates of obtaining a new work visa due to the stained history.
The quiet danger lies in annual compliance tasks like AGMs and ACRA filings. Missing deadlines (usually 6 months post-financial year) can restrict your travel unless you pay fines.
Preventing a Director’s Breach of Duty
You can prevent a director’s breach of duty by appointing a reliable company secretary. A company secretary in Singapore has very minimal requirements, leading many companies to simply appoint any local. Instead, you should hire someone reliable.
The best things to look out for in a company secretary:
Your company secretary would be able to advise you of regulatory requirements and remind you of deadlines.
Changes for a Directors’ Breach of Trust
Various rights also exist against directors under the Singapore Companies Act. Other possible offenses include criminal and civil violations. In this case, a director could face criminal or civil charges under Singapore Common Law.
The consequences of director breaches are typically claimed in damages representing the director’s losses and potential future losses. Moreover, directors often face personal lawsuits, dismissal from companies, and significant financial losses, potentially leading to bankruptcy.
FAQs
No, a corporate secretary manages all the administrative tasks of a company while a company secretary serves as a legal advisor for a company.
Yes, every company needs to appoint a company secretary in Singapore.
A company secretary is usually appointed by a director or director of a company. His primary duty is to take on some of the directors’ responsibilities and to reduce their workload. They can prove to be useful in ways such as keeping and filing statutory registers and company records. Aiding the directors when needed is also the job of the Singapore company secretary.
Yes, the company secretary must be a local resident of Singapore.
No, although they are both secretaries, but they have entirely different responsibility. A corporate secretary manages all the administrative tasks of a company while a company secretary serves as a legal advisor for a company.
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Yes, the company secretary must be a local resident of Singapore, which means he/she must be either a Singaporean or a PR.
You are required to make a declaration in your income tax returns by giving the nature and amount of the foreign-sourced income that was remitted to Singapore. You are also required to complete the Declaration Form for Foreign-Sourced Income Received in Singapore From 22 Jan 2009 to 21 Jan 2010 (60KB) for submission to IRAS. Although you have to state the use of the foreign income in the declaration form, the usage of such foreign income will not affect the claim for tax exemption.
The Singapore company registration process is fully computerized and executed by ACRA. The process of company incorporation typically takes between one and two days to complete. To register a business, the applicant must log in to BizFile+ using an ID number and SingPass. Those who do not have a SingPass can use the services of a filing agent from an accounting, law, or corporate secretarial firm.
