Role and rights of a shareholder in Singapore

Role and rights of a shareholder in Singapore 新加坡股东的角色和权利

Companies in Singapore treat their shareholders with utmost fairness and equity, allowing them to exercise their rights and enabling them to communicate their views on relevant matters that involve their respective companies. They provide shareholders a balanced, comprehensible, and complete assessment of the company’s position, performance, and prospects. 新加坡公司以最大的公平和公正对待股东,允许股东行使权利,并使股东能够就涉及各自公司的相关事项发表意见。它们为股东提供了一个平衡的、可理解的、完整的公司地位、业绩和前景评估。

To be incorporated in Singapore, companies are required to have a minimum of $1 paid-up capital, one share, one shareholder, one local resident director, and a local registered address. The shares of a company in Singapore does not only designate company ownership, it also authorizes and appropriates the holder with rights, privileges, and responsibilities. 要在新加坡注册成立,公司必须至少有1新元的实收资本、1股、1名股东、1名本地常驻董事和一个本地注册地址。新加坡公司的股份不仅指定了公司的所有权,而且还授权和占有持有人的权利、特权和责任。

Regulations on shareholder rights and engagement in Singapore are governed both by statutory and non-statutory instruments as well as under common law. The Companies Act (CA) and the Securities and Futures Act (SFA) both comprise the core statutory framework and aptly supplemented by the Singapore Code of Corporate Governance 2012 (the Governance Code), the Listing Manual of the Singapore Exchange (the Listing Manual), and other non-statutory instruments. 新加坡的股东权利和参与条例受法定和非法定文书以及普通法的管辖。《公司法》(CA)和《证券及期货法》(SFA)均构成核心法定框架,并由《2012年新加坡公司治理法》(治理法)、《新加坡交易所上市手册》(上市手册)和其它非法定文书适当补充。

Shareholder roles and responsibilities 股东角色和责任

  • Shareholders in Singapore may pay the full amount for their shares at the time they are subscribed. Alternatively, they may also pay a partial amount of the shares and subsequently pay up the remaining amount. However, please note that if the Company subsequently does a call for payment of unpaid shares, these unpaid shares will have to be paid. 新加坡股东可在认购时全额支付其股份。或者,他们也可以支付部分股份,然后支付剩余的金额。但是,请注意,如果公司随后要求支付未缴股款,则必须支付这些未缴股款。
  • One of the key roles and responsibilities of shareholders is to attend and participate in Annual General Meetings (AGM) and Extraordinary General Meetings (EGM) of the company. It is during these general meetings that companies seek shareholders’ approval on matters that affect the company. This is also the right forum for shareholders to voice their opinions regarding relevant issues involving the management of the company to the directors. (subject to the company’s Constitution, the shareholders may not need to attend these meetings physically and resolutions can be passed by a majority of shareholders) 股东的主要职责之一是出席和参加公司的年度股东大会(AGM)和特别股东大会(EGM)。正是在这些股东大会期间,公司才寻求股东对影响公司的事项的批准。这也是股东就涉及公司管理的相关问题向董事发表意见的正确论坛。(根据公司章程的规定,股东无需亲自出席这些会议,并可由多数股东通过决议)
  • Having a direct line of communication with the company’s board of directors, shareholders in Singapore companies are tasked to voice their opinions and interests regarding company matters to the company secretary since they are not able to participate in the day-to-day management of the company. 新加坡公司的股东与公司董事会有直接的沟通渠道,因为他们不能参与公司的日常管理,所以他们有责任向公司秘书表达他们对公司事务的意见和利益。

Shareholder rights 股东权利

  • Right to vote: Subject to the company’s Constitution, a shareholder is generally entitled to voting rights in accordance with the number and type of shares held in the company. They can exercise this right to vote when resolutions have to be passed at a general meeting such as removal of a Director, authorisation to issue shares, appointment of auditors and more. 表决权:根据公司章程的规定,股东一般有权根据其持有的公司股份的数量和类型享有表决权。如果股东大会必须通过决议,如罢免董事、授权发行股票、任命审计师等,他们可以行使这一投票权。
  • Rights to dividends: The company directors have the right to recommend the payment of a dividend of a fixed amount. However, payment of final dividends require shareholders’ approval at a general meeting. The amount of dividends received by each shareholder will be subjected to the company’s Constitution and the number and type of shares held by each of them. 股息权:公司董事有权建议支付固定数额的股息。然而,最终股息的支付需要股东大会的批准。各股东收到的股息金额将取决于公司章程以及各股东所持股份的数量和类型。
  • Right to be treated fairly: Shareholders can seek remedy from the Singaporean government in the event that the director’s actions are oppressive or in disregard of the interests of any of the shareholders or the act of the company, directors, or other shareholders is prejudicial or unfairly discriminates one or more shareholders. 公平对待的权利:如果董事的行为具有压迫性,或无视任何股东的利益,或公司、董事或其他股东的行为对一个或多个股东有偏见或不公平的歧视,股东可向新加坡政府寻求补救。
  • Right to call and attend meetings: In accordance with Section 177(1) and Section 180(1) of the Companies Act, two or more members holding not less than 10% of the total number of issued shares of the company (excluding treasury shares) or, if the company does not have a share capital, not less than 5% in number of the members of the company or such lesser number as is provided by the constitution may call a meeting of the company. Every member has a right to attend any general meeting of the company and to speak on any resolution before the meeting. 召集和出席会议的权利:根据《公司法》第177(1)条和第180(1)条的规定,两名或两名以上持有公司已发行股份总数(不包括库存股)不少于10%的股东,或者,如果公司没有股本,公司股东人数不得少于5%,或公司章程规定的召集公司会议的人数少于5%。每位股东均有权出席公司的任何股东大会,并在会议前就任何决议发言。
  • Right to assets on winding up of company: In the event that the company is wound up, any monies remaining after all debts, expenses and costs have been paid off are distributed amongst the shareholders of the company. 公司清算时的资产权:公司清算时,所有债务、费用和成本付清后的剩余款项将分配给公司股东。

KYC requirements 了解你的客户要求

Each director and individual shareholder will need to upload a copy of their passport and proof of registered address (utility bill, bank statement), which is no more than 3 months old and translated into English. 每位董事和个人股东需要上传一份护照复印件和注册地址证明(水电费账单、银行对账单),该复印件的有效期不超过3个月,并翻译成英文。

In the case of a corporate shareholder, we will require the following: 对于公司股东,我们将要求:

  • Business Profile / Certificate of Incumbency of the corporate shareholder reflecting the list of Directors and Shareholders; and 反映董事和股东名单的公司股东的业务概况/在职证明;以及
  • Group structure chart (indicating the shareholding of the corporate shareholder) 集团结构图(表明公司股东的持股情况)
  • Passport copies and address proof of individuals who hold 25% and above or controlling the corporation (ultimate beneficial owner). 持有25%及以上股份或控制公司的个人(最终受益所有人)的护照复印件和地址证明。
  • Passport copies and address proof of the corporate representative (who will be signing documents on behalf of the corporate shareholder) and a confirmation email/letter from the corporate shareholder confirming that the appointed person is the authorised representative of the company. 公司代表(代表公司股东签署文件)的护照复印件和地址证明,以及公司股东确认指定人员为公司授权代表的确认电子邮件/信函。
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