The term Chief Executive Officer, or CEO, refers to the most senior executive decision-maker in the company. In many instances, the term CEO and Managing Director (MD) is used interchangeably.
The Companies Act defines the CEO as a person who is principally responsible for the management and conduct of the company and its business. So long as the person’s job scope is as such, he or she will be deemed to be the CEO of the company. Conversely, if the person holds the title of CEO but is not principally responsible for the management and conduct of the company, then he will not be considered as a CEO under the definition.
A managing director has to come from a director from within the board but the CEO does not. The CEO can hold the title of CEO and not be listed as a director under the company’s board.
Just like a director, the CEO has to disclose his positions where there may be possible conflicts of interests and has a fiduciary duty to the company. If the CEO wields influence similar to a director of the company, he would be deemed to have director duties even though he is not listed as a director of the company.
Do note that it is not a requirement for a company to appoint a CEO. It is, however, a requirement to update ACRA with the details of the CEO within 14 days of their appointment. The details required are:
- Full names of the managing directors;
- Their residential addresses;
- Identification document numbers;
- Dates of appointment; and
- Dates of cessation of any appointment.
The register of CEOs should also be maintained and updated.
When in doubt, seek legal advice or consult an experienced ACRA Filing Agent.
The editorial team at Acra Filing Agent
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