Corporate Secretary
Appointment/Cessation of Company Officers and Auditors
For companies incorporated in Singapore, the appointment of directors and auditors is key to the smooth running of most operations because they are the key company officers according to ACRA.
According to the Companies Act (CA), every company in Singapore must have at least one director who is responsible for managing the affairs of the company and providing it with direction.
The Companies Act also lays out requirements relating to several aspects of company audits including the appointment of auditors.
Why Should You Appoint a Company Director?
Your Company’s directors, along with the corporate secretary are legally responsible for:
- Overseeing Annual General Meetings (AGMs);
- Filing Annual Returns to Accounting Compliance Regulatory Authority (ACRA);
- Submitting corporate taxation returns to Inland Revenue Authority of Singapore (IRAS).
The Singapore Government maintains that the director is the one to be held accountable to all statutory requirements. Failure to comply with the statutory compliance is an offence that results in fines, penalty and prosecution.
ACRA states that a director must make decisions objectively, act in the best interest of the company, avoid conflicts of interest, and be honest and diligent in carrying out his duties.
Qualifications of a Company Director
- A Singapore citizen;
- Minimum age of 18 years and no maximum age-limit;
- Physically and mentally fit to perform the director’s duties.
Disqualifications of a Company Director
- Bankrupt
- Convicted criminal offences for fraud or corruption
- A disqualification order by the court
- Your company disqualifies him for national security or interest reasons
- Convicted for 3+ years for offenses under the Companies Act within a 5-year period
- Has 3+ High Court noncompliance orders under the Companies Act within a 5-year period
Cessation of a Company Director
Consistent with the Companies Act, a company director can be discharged from his or her duties by an ordinary resolution of shareholders before the expiration of his or her contract with the understanding that it also fulfills your company’s memorandum and articles of association. As soon as your company has ceased a director from his duties, you will have 14 days to file a removal of director notice with ACRA.
Types of Company officers
Why Should You Appoint a Company Auditor?
The director of a company must appoint an auditor or a committee of auditors within the first three months after incorporation unless the Company is exempt from doing so. In Singapore, only public accountants or accounting firms approved by ACRA can act as company auditors.
Company Auditors analyse your company accounts to provide an independent opinion on whether they comply with financial reporting standards, and provide a fair view of your company’s financial position and performance.
Criteria for Appointing a Company Auditor
You will need to appoint a Company Auditor for your Singapore Company on a compulsory basis if you meet any two of the three criteria:
- The total annual revenue of the company exceeded S$10 million;
- The total assets of the company for the financial year end exceeded S$10 million
- The number of full-time employees at the end of the financial year exceeded 50.
Auditors are entitled to access the company’s accounting records, or obtain any information and explanations from the company’s officers as required for audit purposes.
Failure to Appoint an Auditor
If the company directors cannot pinpoint a suitable company auditor, any company member may send an application to ACRA to help in the appointment of an auditor instead. According to section 205 of the Companies Act, a director who fails to appoint an auditor faces a fine of up to S$5,000.
Cessation of a Company Auditor
Auditors are eligible to carry out their duties from their appointment date until your company’s next annual general meeting (AGM) is concluded.
According to section 205(4) of the Companies Act, a company auditor can be removed by passing a resolution at a general meeting for which special notice has been given. The resolution for his or her removal can only take effect if the notice was at least 28 days in advance of the date of the general meeting. If your company fails to appoint a new auditor in the course of the same meeting, ACRA may appoint an auditor.
Contact Us
If you are looking forward to appointing a company director or auditors and you are unsure of where to start, get in touch with a professional corporate secretarial firm like Tianlong Services Pte Ltd to take you through this procedure. We can help you familiarize yourself with the relevant requirements to ensure compliance.
