Singapore legislation

Clause 11

“Entity”, “governing body”, “responsible officer” and related concepts

(1)

This section contains interpretation and supplementary provisions about entities and their governing bodies and responsible officers.

(2)

“Entity” includes —

(a)

a co‑operative society registered under the Co‑operative Societies Act 1979;

(b)

a company as defined by section 4(1) of the Companies Act 1967;

(c)

any other corporation as defined by section 4(1) of the Companies Act 1967;

(d)

a limited liability partnership as defined by section 4(1) of the Limited Liability Partnerships Act 2005;

(e)

a mutual benefit organisation registered under the Mutual Benefit Organisations Act 1960;

(f)

a partnership (including a limited partnership);

(g)

a platform work association as defined by section 19 of the Platform Workers Act 2024;

(h)

a society registered under the Societies Act 1966;

(i)

a sole proprietorship;

(j)

a trade union as defined by section 2 of the Trade Unions Act 1940;

(k)

an express trust or other similar arrangement; and

(l)

an unincorporated association.

(3)

For a company as defined by section 4(1) of the Companies Act 1967 —

(a)

the board of directors is the governing body; and

(b)

the following are the responsible officers:

(i)

the chairperson of the board of directors;

(ii)

the chief executive officer of the company as defined by section 4(1) of the Companies Act 1967 (whether called by that title or by some other title such as managing director);

(iii)

the company secretary;

(iv)

if an office mentioned in sub‑paragraph (i), (ii) or (iii) is vacant, any person carrying out the duties of that office.

(4)

For a partnership, including a limited partnership and a limited liability partnership —

(a)

the partners are the governing body; and

(b)

the following are the responsible officers:

(i)

every partner;

(ii)

if the office of a partner is vacant, any person carrying out the duties of that office.

(5)

For a society registered under the Societies Act 1966 —

(a)

the committee of the society, as mentioned in the definition of “officer” in section 2 of that Act, is the governing body; and

(b)

the following are the responsible officers:

(i)

the president, secretary and treasurer of the society;

(ii)

if an office mentioned in sub‑paragraph (i) is vacant, any person carrying out the duties of that office.

(6)

For other classes of entities, the governing body and responsible officers are as prescribed by the regulations.

(7)

For the purposes of this Part, if an entity is not a legal person —

(a)

any obligation or duty imposed on the entity by or under this Part is imposed on each member of the governing body of the entity; and

(b)

anything done or omitted to be done by a person in the capacity of a member of the governing body of the entity is deemed to be done or omitted to be done by the entity.

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