Key Appointments of a Company

Appointing Key Personnel for Your Company

When setting up a company, you'll need to appoint key officers, including at least one director and a company secretary. Here’s what you need to know:

Company Director

A company director manages the company’s affairs and sets its strategic direction. Responsibilities include:

• Keeping accurate records

• Preparing financial statements (if needed)

• Complying with corporate filings and disclosures

• Acting in the company’s best interest

The consequences of breaching the director’s duties can be both civil and criminal in nature. Different offences carry different levels of penalty. For common offences, a director could be liable up to S$5,000 or even imprisonment of up to two years. Other offences can result inthe disqualifi cation from being a director for a period of 5 years.

Requirements:

• Must be at least 18 years old

• Of full legal capacity

• A Singapore citizen, permanent resident, or holder of specific passes (e.g., EntrePass, Employment Pass)

• Not disqualified from being a director (e.g., not an undischarged bankrupt)

Company Secretary

A company secretary is tasked with managing the administrative functions of the company. They must ensure that all directors and shareholders are informed of their statutory obligations, such as filing annual returns. The specific responsibilities of a company secretary can vary based on the company's needs, but typically include maintaining and updating the company's registers and minute books, organizing and attending meetings of directors and shareholders while preparing the necessary minutes, and keeping directors informed about deadlines for annual returns and other required filings with ACRA. Additionally, the company secretary is responsible for updating directors and shareholders on relevant changes in corporate regulations.

Requirements:

• Must be a natural person

• Locally resident in Singapore

• Cannot be the sole director of the company

Other Key Personnel

• Auditor(mandatory unless exempted): Required unless exempted, must be appointed within 3 months of incorporation.

• CEO (optional): Manages and oversees company business, must file personal particulars with ACRA if appointed.

• Managing Director (optional): Manages day-to-day operations, no need to file appointment with ACRA.

Registering an Alternate Address

To protect privacy, you can register an alternate address for $40, ensuring it is a place where you can be contacted (e.g., office address).