Main Contents of Singapore Companies Act

The Singapore Companies Act is the legal framework for Singapore company registration, management and compliance, providing clear legal guidance for company establishment, governance, compliance and dissolution.

The following are the main contents of this law:

1. Company Registration and Establishment

1. Company Types: Specifies company types including Private Limited Company, Public Company, Unlimited Company, etc. Private limited companies are the most common corporate structure.
2. Registration Requirements: Company registration must be done with the Accounting and Corporate Regulatory Authority (ACRA), requiring submission of company name, shareholder information, directors, company secretary and registered address.
3. Company Constitution: Companies need to establish a Constitution that specifies the company's business scope and management rules. The company constitution is the core document for company operations, and directors and shareholders must comply with its provisions.

2. Corporate Governance Structure

1. Director Duties and Qualifications: Companies must appoint at least one local director. Directors must fulfill duties of loyalty and good faith, prioritize company interests, and avoid conflicts of interest. Directors who breach their duties may face legal liability.
2. Company Secretary: All companies must appoint a company secretary responsible for compliance matters and maintaining company records. The company secretary should be appointed within six months of company registration and must be a Singapore resident.
3. Shareholder Rights and Obligations: Shareholders represent company ownership and have decision-making rights, including electing directors and approving constitution amendments. Shareholders' liability is limited to their subscribed shares.

3. Company Compliance Requirements

1. Annual Filing: Companies must submit an Annual Return to ACRA each fiscal year, including financial statements and corporate governance status, to ensure transparency and compliance.
2. Annual General Meeting (AGM): Companies must hold an annual shareholders' meeting to review the company's financial status, directors' reports and other important matters, ensuring shareholders' right to information.
3. Accounting and Auditing: Companies must maintain books of accounts and prepare financial statements after the fiscal year ends. Eligible companies must undergo independent audits to ensure financial transparency.

4. Shareholders and Share Management

1. Share Transfer and Issuance: Companies may issue or transfer shares according to constitution provisions, subject to board approval. Share changes must be reported to ACRA to ensure transparency of ownership structure.
2. Preference and Ordinary Shares: Companies may issue different types of shares, such as ordinary shares and preference shares. Preference shareholders have priority in dividend distribution and liquidation.
3. Shareholders' Agreement: Shareholders may enter into shareholders' agreements to further clarify shareholder rights and obligations, preventing disputes in corporate governance.

5. Company Merger, Acquisition and Dissolution

1. Company Merger and Acquisition: The Companies Act allows company mergers and acquisitions. Mergers or acquisitions require shareholder approval and compliance with ACRA regulations.
2. Company Dissolution: Companies may terminate operations through liquidation or voluntary dissolution procedures. Liquidation must be managed by a company liquidator to ensure company assets are distributed according to statutory procedures.
3. Bankruptcy Management: When a company is insolvent, it may apply for bankruptcy. Bankruptcy procedures include liquidation and restructuring to protect creditors' interests.

6. Legal Liability and Penalties

1. Legal Liability of Directors and Officers: Directors must act with loyalty and good faith in performing their duties, avoiding conflicts of interest. If directors or officers cause damage to the company or shareholders through misconduct or breach of fiduciary duties, they may face legal liability.
2. Legal Consequences of Company Non-compliance: Companies that fail to comply with statutory compliance requirements (such as late submission of annual returns) will face fines and penalties. Companies that seriously violate the law may have their business licenses revoked.

7. Company Information Disclosure

1. Information Transparency: Companies must disclose basic company information in the ACRA registration system, including information about directors, shareholders and company secretary, ensuring the public can query company status and compliance.
2. Information Updates: Companies must promptly update ACRA when changes occur to directors, shares, etc., maintaining accuracy and transparency of company information.

Summary

The Singapore Companies Act aims to ensure transparent, compliant and efficient company operations. Through multiple aspects including company registration requirements, governance structure, compliance obligations, shareholder rights, company dissolution and liquidation, it establishes a systematic legal framework, providing reliable legal protection for Singapore company operations and governance. This law not only safeguards the interests of enterprises and shareholders, but also ensures Singapore's business environment meets international standards.