What is Section 3 of Companies Act?

(1) The subscriber to the memorandum of a One Person Company shall nominate a person, after obtaining prior written consent of such person, who shall, in the event of the subscriber’s death or his incapacity to contract, become the member of that One Person Company.

Can a director resign from a company in liquidation Singapore?

A director may also choose to resign voluntarily from directorship. In Singapore, a director’s resignation is valid provided that: The resignation procedure is in accordance with the company’s constitution; and. The company must have at least 1 remaining director residing in Singapore.

Can directors be liable for company debts in Singapore?

If you’re a director of a Singapore-registered company, you may be wondering if there are any circumstances in which you can be personally pursued to pay your company’s debts. Well, the general answer is no.

How do I remove a shareholder from a company Singapore?

A company may therefore resort to removing a shareholder….Procedure and Fees for Transferring Shares

  1. Prepare a Share Transfer Agreement.
  2. Determine if there are any restrictions to share transfers, for example, pre-emption rights.
  3. Sign an instrument of transfer.
  4. Seek board approval for the transfer.
  5. Pay stamp duty to IRAS.

What is Section 3A of Companies Act, 2013?

Section 3A is being inserted in Companies Act, 2013 to clarify that if number of members falls below specified number, and if business is carried out for more than six months, every member who was cognisant of the fact will be severally liable for payment of whole debts of the company contracted during that time.

Can I remove myself as a director of a company?

A company director can be removed for a number of reasons, but the resignation or termination must be in accordance with the terms of the Companies Act 2006, the articles of association, the shareholders’ agreement (if applicable), and any service agreement between the director and the company.

Can directors be personally liable for company debts?

Simply put, limited liability is a layer of protection placed between the company and its individual directors. This means the directors cannot be held personally responsible if the company is unable to pay its debts.

Can director of a company be sued?

If a contract is entered into by a Company, only the Company can be sued, not the director. (Exception: personal guarantees). A director can be personally liable to a Company’s creditors in some circumstances.

What happens if shareholders disagree?

Most disagreements between shareholders will eventually be resolved simply by voting power. However, protection is also available in certain circumstances for minority shareholders where the majority shareholders are abusing their position.

How do I force a shareholder to close?

5 Steps to Remove a Shareholder

  1. Refer to the shareholders’ agreement. A shareholders’ agreement outlines the rights and obligations of each shareholder in an organization.
  2. Consult professionals.
  3. Claim majority.
  4. Negotiate.
  5. Create a non-compete agreement.

What are the legal requirements of a company in Singapore?

(1) A company shall as from the date of its incorporation have a registered office within Singapore to which all communications and notices may be addressed and which shall be open and accessible to the public for not less than 3 hours during ordinary business hours on each business day. [15/84]

What is section 1A of the Companies Act?

(1A) The registration number of a company shall appear in a legible form on all business letters, statements of account, invoices, official notices and publications of or purporting to be issued or signed by or on behalf of the company. (1B) A company shall be guilty of an offence if default is made in complying with subsection (1) or (1A).

What is article387b of the Companies Act?

387B.— (1) Where any accounts, balance-sheet, financial statements, report or other document is required or permitted to be given, sent or served under this Act or under the constitution of a company by the company or the directors of the company to —

How many directors can a company have in Singapore?

(1) Every company shall have at least one director who is ordinarily resident in Singapore and, where the company only has one member, that sole director may also be the sole member of the company.