Understanding the Companies Act 2014: Key Provisions for Directors

If you're a director of a company in Singapore, the Companies Act 2014 isn't just legal background noise — it's the rulebook you’re expected to follow. Whether you're running a small business or leading a larger firm, the law spells out your responsibilities clearly. Ignore it, and the consequences can be serious.

Here's a straightforward breakdown of what you need to know.

1. Your Role Isn’t Just a Title

Being a director isn’t symbolic. You’re legally responsible for how the company is run. The Companies Act 2014 makes this very clear. You’re expected to act honestly, in the best interest of the company, and with reasonable care.

If something goes wrong — like financial misconduct, or failing to keep proper records — you can’t say, “I didn’t know.” Not knowing isn’t a defence. You're expected to know.

2. Statutory Duties You Must Follow

The Act outlines specific duties you can’t ignore:

• Act in good faith: You must always act in the company’s interest, not your personal gain.
• Avoid conflicts of interest: If you have any personal or financial interest in a deal, you must declare it.
• Don’t misuse information or position: Using your access for personal benefit or to hurt the company is a clear breach.
• Exercise reasonable care and diligence: You don’t need to be perfect, but you must act responsibly.

Even if you're not managing daily operations, these duties still apply.

3. Filing and Record-Keeping Isn't Optional

The law requires companies to keep proper records — accounting books, meeting minutes, shareholder registers, and so on. Annual returns must be filed with ACRA (Accounting and Corporate Regulatory Authority). If deadlines are missed or documents are inaccurate, directors can be held liable.

This is where company secretarial services often step in. A good company secretary helps ensure filings are done right and on time. But even if you hire one, you’re still responsible for oversight.

4. You Must Appoint a Company Secretary

Every company in Singapore must have a company secretary. It’s not just a formality. This person helps with compliance, manages statutory filings, and maintains official records.

The Companies Act says:

• You must appoint a company secretary within 6 months of incorporation.
• The secretary must be qualified — either a lawyer, accountant, or someone with relevant experience.
• If you’re the only director, you can’t also be the secretary.

Failing to appoint a qualified secretary can lead to penalties. And if you don’t have the right support, key legal duties can slip through the cracks.

5. Financial Reporting Is a Legal Requirement

Depending on your company’s size and type, you might need to prepare audited financial statements. Even if an audit isn’t required, the financial records must still be accurate and accessible.

These reports aren't just for the tax office — they're for shareholders, potential investors, and regulators. If financial records are misleading or incomplete, directors can face fines or even criminal charges.

6. Annual General Meetings (AGMs)

Private companies can skip AGMs if they send financial statements to shareholders within five months after the financial year ends. But if the shareholders request an AGM, you must hold one.

Public companies still need to hold AGMs. If they don’t, it’s considered a breach.

Don’t treat AGMs as just paperwork. They're your chance to keep shareholders informed and fulfil your legal duties. Skipping them — or doing them poorly — is a risk.

7. Know the Consequences of Non-Compliance

If you don’t follow the Act, the penalties can be harsh. Fines, disqualification as a director, or even jail time are possible. The law applies even if your mistake wasn’t intentional.

Ignorance won’t protect you. The Companies Act expects directors to be proactive.

8. When in Doubt, Get Help

Running a company is already demanding. Staying on top of statutory requirements adds another layer. That’s why many directors rely on professional company secretarial services.

These services can help with:

• Timely filings with ACRA
• Maintaining statutory registers
• Organising AGMs and board meetings
• Ensuring your company secretary meets legal standards

That said, hiring help doesn’t shift responsibility. You’re still accountable. But good support reduces your risk of missing something important.

Final Thoughts

The Companies Act 2014 isn’t just for lawyers. If you’re a director in Singapore, it’s your playbook. It tells you what to do, how to do it, and what happens if you don’t.

You don’t need to know every clause by heart. But you do need to understand your core duties — and make sure they’re being met.

If you’re unsure where you stand, talk to your company secretary or consider engaging reliable company secretarial services. A little effort now saves bigger trouble later.