What are The Shareholders’ Liabilities in Singapore Companies?

Introduction

The company registration process requires transparent information about shareholders and share distribution structures. Besides reviewing the share capital and types of shares, the ACRA (Accounting and Corporate Regulatory Authority) supervises the management of issuing and transferring shares to ensure according to the government laws.

Shareholders contribute to businesses’ daily management and overall growth with certain rights and responsibilities. For more information about the importance of this role in incorporating Singapore companies, please dive into this article to explore all details. 

What Are The Requirements for Shareholders?

Appointing shareholders requires various eligibilities to ensure the government’s laws and regulations. The following sections will point out all the requirements regarding the share capital, individual shareholders, and privileges to issue and transfer shares.  

Share Capital

Share capital refers to the shareholders’ investment pouring into the company in exchange for issued shares. Businesses can raise equity capital by implementing initial public offerings (IPO) to call money from the open market. 

The reported share capital includes the purchases processed directly by the company without considering the fluctuating price in the public market. While allowing shareholders to buy shares in various major currencies, the purchasing process serves best the Singapore dollars.

According to Singapore company laws, businesses can incorporate a company without requiring total shareholders’ payment. Therefore, we can categorize the share capital into paid-up and unpaid.

• Paid-up capital: Receive full payment of involved shareholders. The minimum paid-up capital requirement to incorporate a Singapore company is S$1.
• Unpaid share capital: Receive no payment from the investors. However, the shareholders have a liability to pay on a later day.                  

Requirements for Shareholders

Having at least a shareholder is one of the compulsory requirements when incorporating a Singapore company. The shareholder can be an entity or person with a certain percentage of company shares.

Regarding the minimum age of a shareholder, it is recommended to partner with more-than-18 individuals due to legal issues. When having legal-binding contracts signed by shareholders above 17, businesses can ensure strong commitment throughout the incorporation process.            

Share Issuance and Transfers

When passing an ordinary resolution with the agreement of more than 50% of shareholders, the company can conduct the share issuance process. The company must submit the Return of Allotment within 14 days through BizFile to confirm the allotment of the shares and increase in share capital.

Specifically, businesses should ensure the Return of Allotment includes all the following information:

• The number of shares allocated
• The amount paid/unpaid on each share
• The type of share issued
• Individual shareholders’ information (address, full name, nationality, identification)
• Corporation shareholders’ information (address, Unique Entity Number)
• Each shareholder’s total amount and class of shares

Shareholders are free to buy and sell shares to each other to the extent of the company institution. Each transfer of shares needs to be noticed to the ACRA or reported in the annual return. Additionally, the company directors can not privilege to refuse any share transfers from involved shareholders.          

What Are The Roles of Shareholders?

Shareholders focus on the increase in the company stock price to earn their financial profitability. In that term, they prioritize managing the director’s work to ensure the company's stable development. 

Shareholders contribute directly to businesses’ core decisions throughout various meetings to maintain their benefits. With the scope to control the directors’ power, the shareholders cover their roles in the following tasks: changing the company name, appointing a new director as the replacement for the retired one, changing the company share capital, etc. Despite covering its roles as owners, they have no liability for the company’s debts.   

What Are The Rights of Shareholders?

Shareholders are facilitated with several rights to support strategic decisions and protect their financial benefits in the company.

Voting

The shareholders help approve important resolutions by voting. In terms of ordinary resolutions, it requires more than 50% of favored votes to get approval. Specifically, shareholders carry out this right in the following situations:

• Modifying the company’s constitution
• Appointing a new director 
• Adjusting the company’s share capital
• Removing and appointing auditors
• Modifying the company name

Meanwhile, the special resolutions require more than 75% of favored votes to be passed. This resolution type relates to the Company Act’s requirements in some instances.

Attending and Calling Meetings

Shareholders are facilitated to join the Annual General Meetings (AGMs) to communicate with other shareholders and the board of directors. Moreover, some individuals possessing at least 10% of company shares can set up an Extraordinary General Meeting (EGM) to discuss urgent issues. 

Receiving Fair Treatment

If shareholders notice unfair treatment from the company and director that affects their interests, they can ask for help from the Singapore government. According to the Company Act, section 216, the government can support shareholders when: 

• Witnessing oppressive actions of the company’s directors toward shareholders, irrespective of their interest
• Discriminative or detrimental actions of the company, directors, and debenture holders toward shareholders     

Receiving Dividends

Shareholders are eligible to receive payments when the company officially distributes a dividend. However, the dividend distribution should pass the ordinary resolutions voted by involved shareholders for legal confirmation.    

Dissolving a Company

Shareholders can contribute to the striking-up decisions when determining the following issues:

• The director causes detriment to the company for the sake of their self benefits.
• The purpose of operating the company is illegal.
• The business model is developed based on multi-level marketing or pyramid scheme.

What Are The Responsibilities of Shareholders?

As an essential role affecting the stable operation of a business, shareholders are responsible directly for various management activities, including:

• Attending annual general meetings to:
• Vote for an approval of an ordinary or a special resolution
• Give opinions to improve the business’s performance regarding involved directors. 
• Completing full payment for shares: Shareholders must finalize full payment for the owned shares. 
• Communicating with the corporate secretary: Shareholders can express their opinions to the secretary about company issues to recommend timely solutions and protect their interests.

Get The Best Consultant on Shares Issue and Shareholders in Singapore

Global Offshore Company (G.O.C) is specialized in cooperating closely with global businesses to ensure stable operations in Singapore. Depending on the nature of the business and the company types, we will assist you in optimizing the administrative process and minimizing risks when issuing shares to attract investors.      

Disclaimer:

Readers are advised to consult with qualified legal, financial, and tax professionals before making any decisions based on the information provided in this blog. It is important to understand that laws, regulations, and tax implications can vary widely based on jurisdiction, residency, business type, and other factors. Therefore, seeking professional advice is essential to ensure accurate and tailored recommendations that align with your specific circumstances.

The authors, publishers, and G.O.C (Global Offshore Company) cannot be held responsible for any actions taken based on the information presented in this blog. The content is not intended to substitute for professional advice, and readers should seek the guidance of experienced professionals to address their individual needs and concerns.