Company Structure

The typical structure of a private limited company includes having a director, shareholders and a controller. For foreign companies, a nominee director is also present. These are the roles and responsibilities of these individuals.

Director

Who can be a Director?

The director must at the very least be a resident of Singapore, if not a citizen or EntrePass holder. A company’s director must not be bankrupt, convicted in court of fraud or any form of dishonesty, or given a disqualification order by the court.

A company which has a single director may have the director as the only shareholder of the company.  However, it is important to note that the same person cannot be a company secretary.

Duties of a Director

These are some of the roles that a Company director will assume:

  • Company compliance on statutory requirements

This includes an Annual General Meeting for the company as well as filing of annual returns in which lack of compliance will result in penalties

  • Ensure corporate governance and social corporate responsibility

This includes setting company goals and ensuring good company practices which is transparent, accountable to shareholders, ethical and sustainable.  An important example is the declaration of types and extent of any transaction before making any contract or arrangement

Nominee director

Who can be a nominee director?

A nominee director must be resident/citizen of Singapore.  As it is a requirement for companies set up in Singapore to have at least one resident director, nominee directors can be appointed.

Duties of a nominee director*

*The nominee director will not be involved in any company management.

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Shareholders

Duties of a shareholder

  • Have executive powers

A shareholder can exert executive powers over company decisions during general meetings – however, the day-to-day operations of the business are mainly run by the director. A shareholder may choose not to be involved in management decisions at all especially if they only hold a small portion of the company. Companies usually employ an investor relations agreement to govern the communications, meetings, and other dealings with all shareholders. It is a shareholder’s right to know the financial status of the company, as reported to the ACRA by the company secretary.

Controllers

Duties of controllers

  • In charge of all company accounts

All company financial statements, the overall ledger, budget, and other finance-related matters are under the responsibility of a controller. This role is filled by the Chief Accounting or Financial Officer. He or she may not act alone – in bigger corporations, there will be a team of accountants reporting to the controller.

  • In charge of the business’ taxes.

He or she will manage the compliance requirements dictated by the ACRA to ensure smooth business operations and limited liability