Singapore directors face a demanding set of duties under the Companies Act 1967 (Cap. 50). They must act honestly and with reasonable diligence, avoid conflicts of interest, not misapply company property, and discharge their responsibilities with appropriate skill and care. When things go wrong — when a business decision turns out badly, when a procedural [...]
Of all the duties imposed on a director of a Singapore company, none is more fundamental — or more frequently litigated — than the duty to act in good faith and in the best interests of the company. It is the bedrock obligation from which many other fiduciary duties flow. It is also the duty [...]
Singapore has cemented its position as the premier Asian hub for family offices, with the number of single family offices holding Monetary Authority of Singapore (MAS) incentive approvals growing substantially over the past decade. Central to this success are two tax incentive schemes: Section 13O (formerly 13R) and Section 13U (formerly 13X) of the Income [...]
Every person who accepts an appointment as a director of a Singapore company takes on a comprehensive set of legal duties. These duties are derived from multiple sources: the Companies Act 1967, the common law, equity, and — increasingly — specific statutory regimes such as the Insolvency, Restructuring and Dissolution Act 2018 and the Corporate [...]
One of the practical barriers that deters minority shareholders from bringing a statutory derivative action under Section 216A of the Companies Act (Cap. 50) is the question of costs. Who pays for the litigation? If the complainant wins, can the company be made to fund the legal fees? What happens if the action fails? And [...]
Section 216A of the Companies Act allows a shareholder to bring a derivative action in the company's name against directors who misappropriate assets. This guide covers the three-part leave test, types of misappropriation, procedural steps, and asset preservation orders.
When a company director breaches their fiduciary duties — by appropriating company assets, diverting business opportunities, or engaging in self-dealing — the company is the party that has been wronged. In theory, the company should bring a claim against the errant director. In practice, this rarely happens voluntarily: if the director is also a controlling [...]
A Singapore court can refuse leave for a Section 216A derivative action on three grounds: defective notice, lack of good faith, or the action not being prima facie in the company's interests. This guide examines all three, with key case law.
A minority shareholder who successfully establishes that they have been oppressed under Section 216 of the Companies Act (Cap. 50) is not automatically entitled to a damages award. The court's power to grant relief is discretionary and broad — but where a claimant seeks monetary compensation for loss suffered as a result of the oppressive [...]
This article is part of our ongoing series on Singapore company law case law. It examines the doctrine of legitimate expectations as applied in Section 216 minority oppression cases under the Companies Act (Cap 50). Introduction: What Is Section 216? Section 216 of the Companies Act (Cap 50) is Singapore's primary remedy for minority shareholders [...]