推荐文章：PACKING 包装
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PACKING 包装 We’ll reinforce them with iron straps.我们用铁皮带加固。 We’ll pack the goods 10 dozen to a carton, gross weight around 20 kilos a carton.这种货10打装一箱，每箱毛重约20公斤。 Packing sh
Directors: Statutory requirements,appointment,
resignation and removal● 吕俊昭 Loo Choon Chiaw
Section 145 of the Act (hereinafter referred to as
"Section 145") provides that every company incorporated in
Singapore shall have at least two directors, one of whom
shall be ordinarily resident in Singapore (hereinafter
referred to as the "resident director"). It further provides
that notwithstanding any other provision in the Act, the
company's memorandum and articles of association or in any
other agreement between the resident director and the
company, the resident director shall not resign or vacate
his office unless there are remaining in the company at
least two directors, one of whom shall be a resident
director. Any purported resignation or vacation of office
contrary to Section 145 shall be deemed to be invalid.
As the phrase 'ordinarily resident in Singapore' has not
been defined in the Act, guidance must be sought elsewhere.
The phrase 'resident in Singapore' in relation to an
individual in the context of tax law has been defined in
Section 2(1) of the Income Tax Act (Cap 134) as a person
residing in Singapore, except for temporary absences as may
be reasonable, and includes a person physically present or
employed in Singapore for at least 183 days during the
preceding year of assessment. In the light of the definition
contained in the Income Tax Act, it is suggested that a
person ordinarily resident in Singapore within the meaning
of Section 145 ought to be a person maintaining a regular
presence in Singapore with some degree of continuity,
although he need not be a citizen or a permanent resident in
Singapore. In practice, a person possessing a valid
employment pass will qualify as a person ordinarily resident
in Singapore and be in a position to act as a resident
director in a Singapore company for the purpose of Section
145.
In the light of Section 145, there have been many
instances where a resident director, one of the two
directors appointed, wishes to resign from the office of
director (for instance, when he is uncomfortable with the
financial position of the relevant company) is nevertheless
unable to do so because no one is willing to accept the
appointment as director in his stead. He is thus compelled
against his personal wishes[1] [2] [3] 下一页 |
