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Corporate Secretary Guide

Your comprehensive resource on Singapore corporate regulations and compliance.

Fiduciary & Statutory Duties of Directors and Secretaries

Company directors and secretaries owe strict duties under both the Singapore Companies Act and common law. Failure to discharge these duties can lead to civil or criminal penalties.

Core duties include:

  • Duty to act in good faith: Always acting in the best interests of the company as a whole.
  • Duty to avoid conflict of interest: Disclosing any personal transactions or interests that might conflict with company duties.
  • Duty of care, skill, and diligence: Performing duties with the care expected of a reasonable person in that position.
  • Statutory compliance: Ensuring proper accounting records are kept, tax returns are filed, and annual returns are lodged on time.
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