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A Singapore company officer is defined as a high-level management official hired by the board of directors or the owner of a business. Officers can be shareholders or directors of your company or both and they include the president, vice president, secretary, financial officer or chief executive officer (CEO), and many others depending on the specific industry.
In the course of carrying out your business operations, you might find it necessary to make a change of company officers in Singapore as you may like to appoint new key personnel or an auditor for your company.
Name, Nationality, Identification type, Identification number, contact number, Email Address, Residential Address, and Alternate Address are the personal particulars needing timely update during a change of company officers in Singapore.
Any changes to your company’s legal structure including change of officers in Singapore, which includes the personal particulars of Singapore company officers must be filed with ACRA within 14 days of such change as the changes are timely updated in the records of the ACRA.
All local, as well as foreign companies, must compulsorily update their particulars by filing them via BizFile using CorpPass.
To update these changes, you must visit www.bizfile.gov.sg > File eServices > Local Company > Make Changes > Change in Personal Particulars of Company Officers.
There is no fee to update records arising out of a change of company officers in Singapore but there is a penalty of up to SGD 350 for late filing.
Furthermore, company officers pay SGD 40 when applying for an alternate address to be used which must be within the same jurisdiction as their residential address where the officer can be contacted. ACRA prohibits the use of P.O. Box addresses.
Removal of Directors vide section 152(9) Companies Act (CA)depends on the company’s constitution. Generally for private companies and subject to the company’s constitution, directors can be removed by the passing of an ordinary resolution with more than 50 percent of the shareholders’ vote in favor of removal at a general meeting.
The shareholders must give at least 14 days’ written notice although the requirement may be waived off if agreed by more than 95 percent votes.
In the case of public companies, section 152 of the CA provides that shareholders may by ordinary resolution remove a director before the expiration of their period of office if voted by more than 50 percent of the shareholders. When the shareholders call a general meeting to initiate the process of removal, special notice must be served 28 days before the meeting and if not practicable at least 14 days before.
As per section 152(1) of the CA, until a successor is appointed, the removal of the director shall not take effect.
Any change of officers in Singapore appointed to safeguard the interests of corporate governance and/or shareholders’ interests must be done following Singapore CA.
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