zha wrote:Strong Eagle wrote:If there is only a single director you must have an outside secretary. You cannot be secretary and file the reports.
I do have my friend acting as secretary. But he is not a shareholder. Can he be the second person to meet the 2 person requirement?
No he cannot. He is not a member of the company.
However, the MMA is a _model_ MMA... a suggestion. It is not intended to be used verbatim unless it completely meets your needs (and probably shouldn't be used verbatim). Section 36 says you can use the model MMA as is or modify it to suit your needs. Obviously, you want to modify it to reflect that a quorum is the single shareholder.
The number "2" for a quorum is arbitrary. If you had 30 members in a Pte Ltd, I am sure they would object to business being conducted with only 2 people. They might change it to 50 percent of the total members.
Except for certain limitations, you can use the MMA to change the rules whatever way you want, including reporting, payment of directors fees, allowable directors actions, etc.
It is helpful to understand that the MMA is an extension of the rules in the Companies Act. You can modify the rules in quite a few cases, but not in others... for example, you cannot modify your MMA such that profits of the company could go to someone besides the shareholders.
The whole point of the MMA and Companies Act is to provide that framework against which the actions of the company are measured. Should a shareholder, director, employee, supplier, etc complain about any company actions, or file a lawsuit, the directors resolutions AGM/EGM resolutions, etc would be reviewed to see if they are in compliance.
So... no one is ever going to come to you to see if you had a quorum of one or two... it's only you... and I don't think you are going to file a complaint against yourself or sue yourself. If it matters to you, change the quorum count to 1 and file the updated MMA with Bizfile.
