What are the differences between Directors and Shareholders?

What are the differences between Directors and Shareholders? 董事和股东之间有什么区别?

In Singapore, just like in most jurisdictions, there are glaring differences between Directors and Shareholders. One of the major differences between directors and shareholders in Singapore is that whereas a shareholder owns part of the company, he or she is not actively involved in the day to day running of the company. 在新加坡,就像大多数司法管辖区一样,董事和股东之间存在着明显的差异。新加坡董事和股东之间的一个主要区别是,虽然股东拥有公司的一部分,但他或她并不积极参与公司的日常运作。

A director, on the other hand takes a more active role in the day to day management of the company provided such powers are within the provisions of the Memorandum and Articles of Association of the company and the Singapore Companies Act. Further details on the differences between directors and shareholders are as follows: 另一方面,董事在公司日常管理中发挥更积极的作用,前提是这些权力在公司组织大纲和章程以及新加坡公司法的规定范围内。关于董事与股东之间差异的进一步详情如下:

Directors: 董事:

For one to register a Private Limited Company in Singapore, one of the key requirements is that at least one of the directors of the company must be a Singapore Permanent Resident, a Singapore citizen or an Entrepreneur pass (http://www.mom.gov.sg/passes-and-permits/entrepass) holder. 在新加坡注册私人有限公司的关键要求之一是,公司至少有一名董事必须是新加坡永久居民、新加坡公民或企业家通行证持有人。

In general, the duties of a director do fall under two relatively broad categories. The first category involves statutory duties of care, skill and diligence. The second category involves general law duties or fiduciary duties of good faith and loyalty. 总的来说,董事的职责分为两大类。第一类是法定的注意、技能和勤勉义务。第二类是一般法律责任或诚实信用和忠诚的受托责任。

Statutory duties are generally defined as administrative duties and are enforceable through the Accounting and Corporate Regulatory Authority (ACRA) of Singapore. Some of the duties include performing general duties of disclosure. It also includes the maintenance and regular updating of the company’s accounting records and preparing the financial statements for the company to be used during the Annual   General Meeting (AGM) https://www.acra.gov.sg/components/wireframes/howToGuidesSummary.aspx?pageid=1751). The director must also ensure that the first AGM is held anytime within the initial 18 months after incorporation. After this initial AGM, another one must be held every calendar year at intervals not exceeding 15 months. 法定职责通常定义为行政职责,可通过新加坡会计和公司监管局(ACRA)强制执行。其中一些职责包括履行披露的一般职责。它还包括公司会计记录的维护和定期更新,以及为年度股东大会(AGM)期间使用的公司编制财务报表。董事还必须确保第一次年度股东大会在成立后18个月内的任何时间举行。在首次年度股东大会之后,必须每隔不超过15个月举行一次年度股东大会。

The director must also ensure that there are regular shareholders and director meetings to review the companies trading and financial position. He or she must also appoint a qualified auditor within the first 3 months after the company’s incorporations. It is also the responsibility of the director to keep and maintain members register and keep other statutory books at the registered offices of the organization. 董事还必须确保定期召开股东和董事会议,审查公司的交易和财务状况。他或她还必须在公司成立后的前3个月内任命一名合格的审计师。董事亦有责任在本组织的注册办事处备存和维持成员登记册及其他法定簿册。

Fiduciary or general law duties on the other hand are enforced by the registered company and generally imply that all the directors must always act in utmost good faith and in the interests of their employees, customers, creditors, suppliers and the community in general before making a decision. They are also expected to use this privilege to act on behalf of the company wisely; they should also not place themselves in a position of conflict by engaging in activities that conflict the interests of the company. 另一方面,信托或一般法律责任由注册公司强制执行,通常意味着所有董事在作出决定前必须始终本着最大诚信原则,并为其员工、客户、债权人、供应商和整个社区的利益行事。他们还应利用这一特权,明智地代表公司行事;他们也不应通过从事与公司利益相冲突的活动,使自己处于冲突的境地。

Guided by the Companies Act Sec 339(3) (https://sso.agc.gov.sg/Act/CoA1967#pr339-), a director should not incur debts where there is reasonable ground to believe that the company will not be able to offset the said debt. This only comes to play when there are legal proceedings against the company or it is being wound up. Under Sec 157 (2) (https://sso.agc.gov.sg/Act/CoA1967#pr157-) of the same act, directors are prohibited from using any information they get by virtue of their position as directors to meet their individual gains and enrich themselves or to the detriment of the company. 在《公司法》第339(3)节的指导下,如果有合理理由相信公司将无法抵消上述债务,则董事不应承担债务。只有在对公司提起法律诉讼或公司正在清盘时,这一点才会发挥作用。根据同一法案第157(2)节的规定,董事不得利用其作为董事的地位所获得的任何信息来满足其个人利益、充实自己或损害公司利益。

Shareholders: 股东:

In the case of shareholders, their duties are rather straightforward. They tend to be more concerned with ensuring that appointed directors are performing their duties as required and within the law. 就股东而言,他们的职责相当简单。他们往往更关心确保被任命的董事按照要求和在法律范围内履行其职责。

In Singapore, all registered companies are required to at least have one shareholder. They are defined as individuals who have invested some money in the company and expect some reasonable return on their investment. As per Singapore laws shareholders have the power to modify, repeal or adopt provisions listed in the Company’s Constitution. 在新加坡,所有注册公司必须至少有一名股东。他们被定义为在公司投资了一些钱并期望得到合理回报的个人。根据新加坡法律,股东有权修改、废除或采纳公司章程中列出的条款。

In instances where the board is unable to act, shareholders usually have reserve powers to act on the matter in question. They can also refuse to or ratify directors’ actions. Shareholders can also commence and subsequently prosecute legal proceedings where the suspects control the company. 在董事会无法采取行动的情况下,股东通常有权就有关事项采取行动。他们也可以拒绝或批准董事的行为。在嫌疑人控制公司的情况下,股东也可以启动并随后起诉法律程序。

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