If you’re a director of a Singapore company, the Companies Act 2014 is your operational guide. Whether you’re running a small business or a large firm, this law clearly defines your duties. Ignoring it can lead to significant repercussions.

Here’s a straightforward guide to what you need to know.

1. Your Role Carries Legal Responsibility

A directorship is more than a symbolic role. The Companies Act 2014 makes you legally accountable for the company’s management. You’re required to act honestly, prioritize the company’s interests, and exercise reasonable diligence.

If problems like financial errors or inadequate records occur, saying “I didn’t know” won’t protect you. The law expects you to be proactive.

2. Essential Duties You Must Follow

The Act outlines non-negotiable responsibilities:

• Act in good faith: The company’s interests must always come before personal gain.
• Declare conflicts of interest: Any personal or financial stake in a deal must be disclosed.
• Avoid misusing your role or information: Using your position for personal benefit or to harm the company is a violation.
• Exercise reasonable care: Informed, responsible decision-making is required, even for non-operational directors.

These obligations apply to all directors, regardless of their involvement in daily operations.

3. Mandatory Records and Filings

The law requires companies to keep accurate records, such as accounting books, meeting minutes, and shareholder registers. Annual returns must be submitted to ACRA (Accounting and Corporate Regulatory Authority) on schedule. Directors can be held liable for non-compliance.

Corporate secretarial services can help here. A competent company secretary ensures filings are timely and accurate, but directors must still oversee the process.

4. Requirement for a Company Secretary

Every Singapore company must appoint a company secretary to handle compliance and maintain records. The Companies Act 2014 mandates:
- A secretary must be appointed within six months of incorporation.
- The appointee must be qualified, such as a lawyer, accountant, or experienced professional.
- A sole director cannot also be the company secretary.

Non-compliance can lead to penalties, and without proper support, key duties may be overlooked.

5. Financial Reporting Mandates

Depending on your company’s structure and size, audited financial statements may be required. Even without an audit, accurate financial records are mandatory.

These records are vital for shareholders, investors, and regulators. Errors or omissions can result in fines or criminal charges for directors.

6. Annual General Meetings (AGMs)

Private companies can avoid AGMs by sending financial statements to shareholders within five months of the financial year-end, unless shareholders demand a meeting. Public companies must hold AGMs.

AGMs are a legal obligation and an opportunity to connect with shareholders. Mishandling or skipping them can lead to breaches.

7. Consequences of Non-Compliance

Failing to follow the Companies Act can lead to harsh penalties, including fines, disqualification, or jail time. The law applies whether the breach was intentional or not.

Directors must stay proactive—ignorance is no excuse.

8. Leverage Expert Assistance

Running a company is demanding, and compliance adds another layer. Many directors turn to corporate secretarial services to manage:
- Timely ACRA filings
- Statutory record maintenance
- AGM and board meeting coordination
- Ensuring the company secretary meets legal requirements

While such services help, directors remain responsible for compliance.

Final Thoughts

The Companies Act 2014 is a critical guide for Singapore directors, defining your duties and the penalties for non-compliance.

You don’t need to memorize every section, but you must grasp your core obligations and ensure they’re fulfilled.

If you’re unsure about compliance, consult your company secretary or consider corporate secretarial services. Proactive steps now can save you from trouble later.

Corporate Secretarial Services 101

Corporate secretarial services are an integral part of business management and compliance, particularly in the context of corporate secretarial services in Singapore.

^{Entrust Public Accounting}

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00:00 Intro
00:35 Sponsor: Monitor and secure your internet connection with Safing
01:30 Thunderbird
04:14 Geary
05:49 Kmail
07:45 Evolution
09:36 MailSpring
11:11 BlueMail
14:13 Sponsor: Grab a device running Linux from Tuxedo!
15:32 Don't let me end up like Bradley Cooper in Nightmare Alley

Thunderbird is cross platform email client that was initially developed by Mozilla using the same technologies as Firefox. Thunderbird does a LOT. You get a calendar and tasks list, and a complete address book.Thunderbird also has plenty of configuration options to let you tweak how it looks and works, manage tags, offline use, spellchecking, and how your email actually displays.

It also has plenty of hidden, features, like a complete RSS Feed reader, that you can access by adding a new Feed account in the settings, and you can even use it a chat client for Google Talk, IRC or any app using the XMPP protocol.

You also get access to extensions! You can add, for example, sticky notes, or integrate Thunderbird with Nextcloud to upload your large attachments to your storage and send them via a link in the email, you can add a conversation view, you can turn your favorite folders into tabs in the interface, you can add Google calendar support, or even add Exchange support.

If you're looking for something that will look right at home on your GNOME desktop, with a simple and easy experience, Geary is what you want. It's very simple, without many options to change how it works0.

If you use KDE, you'll probably want to head towards Kmail, which is designed to look right at home on that desktop environment.

Kmail can work with Exchange accounts, supports OpenPGP, and you can integrate SPamAssassin or Bogofilter to remove spam.

If you want a more complete suite for handling all your productivity needs, Kmail can also integrate with Kontact, which brings in an address book, a calendar, a todo list, RSS feeds, a journaling solution, and some sticky notes.

Evolution doesn't get many updates these days, and it looks more at home on a GNOME 2 desktop than on a GNOME 3 one, it's still a pretty useful email application. Evolution will pick up on your dark theme and GTK theme, and you get access to your email, contacts, calendar, tasks, and notes.

You can change how things look, with the message panel on the right or the bottom. You also get a ton of preferences to change how you write your email, manage your labels, how the calendar and tasks work, if you want to load external content in HTML emails.

Mailspring is a pretty nice email client that you can get from flathub. It can use most email providers, like Gmail, iCloud, GMX, Office 365, or Outlook, and of course independent IMAP accounts. It comes with multiple themes out of the box, including one that looks like Yaru, Ubuntu's theme, and it has a dark theme.

It's got a comprehensive set of keyboard shortcuts, including presets, and you can set rules for incoming email, create hmtl signatures, as well as configure a lot of things.

Bluemail isn't open source but it still has a Linux version, and it has an interesting approach: treating your inbox as a todo list.

It has a small kanban board to let you organize your email as if they were tasks. You just drag them to a column, like Today, Later, or Done, and you've got yourself a little organizer to avoid using another app to convert your actionable emails into tasks. You can create other columns if you like to sort your work exactly how you like.