Section 3 in the Singapore Commercial Code comprises the corporate governance requirements for companies in the city-state. According to Section 157A in the Corporate Governance Act, a company in Singapore will be managed by one or more directors. Company director are allowed to exercise all the powers except the powers required to be exercised in the general meeting according to the Corporate Governance Act or the Articles of Association of the company. The Corporate Law is employed to facilitate the separation of powers, ownership and management within a company in Singapore. The Singapore Corporate Law establishes that company shareholders are not necessarily required to act as managers of the company. In small companies it is a common fact for the shareholders to be involved in the company’s management, but in large enterprises, the management usually lies within the hand of a board of directors that will only oversee the management of the company without being involved in any executive matter.
According to the Singapore Civil Code, the directors of companies are considered fiduciaries, thus being enabled with fiduciary duties towards the company. The Corporate Law also allows Singapore companies’ directors to exercise certain general duties such as acting honestly and in the best interest of the company. Section 157 (2) in the Corporate Law refers to the prohibition of using sensitive and confidential information acquired as a company executive to prejudice the company or for personal gaining. Other statutory duties of directors in Singapore companies refer to avoiding conflicts of interest and acting for proper purposes.
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When establishing a company in Singapore, the founder must abide by the following corporate requirements:
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