Officers of the Companies
A director is the person responsible for managing the affairs of the company and providing it with directions. A director must make decisions objectively, act in the best interest of the company, and be honest and diligent in carrying out his duties.
Under the Companies Act, the minimum number of directors required is one.
A company must have at least one director who is ordinarily resident in Singapore.
Being “ordinarily resident in Singapore” means the director’s usual place of residence is in Singapore. A Singapore Citizen, Singapore Permanent Resident or an EntrePass holder can be accepted as a person who is ordinarily resident here. Subject to compliance with prevailing laws and regulations on employment of foreign manpower, an Employment Pass holder may be accepted as a director who is ordinarily resident here. EP holders who wish to undertake a secondary directorship position in another company (apart from the company his EP is approved for), will have to apply for and be granted a Letter of Consent (LOC) before registering their directorship positions with ACRA.
Any person above the age of 18 years old can be a director of a company. There is no maximum age limit for a director. However, certain individuals (e.g. bankrupts and persons convicted of offences involving fraud or dishonesty) are disqualified from holding director positions.
Every company must appoint a secretary within 6 months from the date of its incorporation.
The company secretary must be residing locally in Singapore and he/she must not be the sole director of the company.
The Secretary may also be held liable for the company's failure to comply with the law in certain situations.
The secretary of a public company must comply with section 171(1AA) of the Companies Act i.e. must possess at least one of the following qualifications:
Been a secretary of a company for at least 3 of the 5 years immediately before his appointment as secretary of the public company.
Qualified person under the Legal Profession Act (Cap. 161).
Public accountant registered under the Accountants Act (Cap. 2).
Member of the Institute of Certified Public Accountants of Singapore.
Member of the Singapore Association of the Institute of Chartered Secretaries and Administrators.
Member of the Association of International Accountants (Singapore Branch).
Member of the Institute of Company Accountants, Singapore.
Chief Executive Officer (CEO)
“Chief Executive Officer”, in relation to a company, means any one or more persons, by whatever name described, who —
(a) is in direct employment of, or acting for or by arrangement with, the company; and
(b) is principally responsible for the management and conduct of the business of the company, or part of the business of the company, as the case may be.
It is not compulsory for a company to appoint a CEO. It is the company’s discretion to decide whether to appoint a CEO. Such a person may be appointed as both a director as well as a CEO. The officers of the company will be the director, secretary and the CEO, if the CEO is employed in an executive capacity.
The role of the managing director may or may not be the same as the role of the CEO, and it will also depend on the designations used within a particular company. A managing director may be appointed separately from the appointment of a CEO.
A company shall appoint an auditor within 3 months from the date of its incorporation, unless it is exempted from audit requirements under Section 205B, or 205C, of the Companies Act.