How do we assist you in the Company secretarial service?
Nowadays, outsourcing is one of the most widely used methods of conducting business. Knowing you have the support of a professional is a comforting feeling. In addition, they are a business solution with a flexible approach and work to match the needs of your business, at the times that work for you.
A Singapore company can choose a resident to act as its company secretary (to register with ACRA) by nominating them. The person in question should reside in Singapore.
On the other hand, you can also hire employees who have a Dependent’s Pass, a Permanent Pass, an Entrepreneur’s Pass, or an Employment Pass. It would also be good if the company secretary you’re going to appoint has solid knowledge of the Singapore Companies Act.
Services of a reputable and experienced company secretary for your Singapore company
Within six months following incorporation, Singapore companies must appoint a secretary and register with ACRA. Singapore companies must have a secretary who is a natural person and a Singaporean resident. The position of company secretary should not remain vacant for longer than six months. A company’s sole director and its company secretary cannot be the same individual.
The best option is to use a company secretarial service, such as one provided by a Singapore accounting firm. In addition to their relevant experience, they understand the role and responsibilities of a company secretary in Singapore.
ACRA and IRAS are agencies that are entrusted with enforcing laws regulating the conduct of business. Your accounting firm is responsible for ensuring your business complies with the rules and regulations set forth by these agencies.
Appointment of a company secretary & incorporation of new companies in Singapore
This Singapore Company Registration Guide offers a comprehensive overview of the business registration requirements in Singapore.
Our company secretarial services include the following:
1. Incorporation of business entities
– Pte Limited
– Branch office
– Representative office
2. Provide assistance to prepare Board Resolutions (AGM and EGM) for approval
3. Act as named Company Secretary in ACRA
4. Maintain the Register of Registrable Controllers (RORC)
5. Maintain and update mandatory statutory records and registers
6. File annual returns (AR) with ACRA (with XBRL financial statements where applicable)
7. Advice on the directors’ responsibilities in Singapore
8. Act as Nominee director
9. Provide advice on compliance with the Singapore Company Act, Chapter 50
10. Provide the Registered office address
As part of our company secretarial services, we ensure that you are aware of the important filing dates and deadlines applicable to your company.
What is the responsibility of a Company Secretary? What other responsibilities do they have?
In Singapore, qualified individuals perform company secretarial duties who are Singapore Permanent Residents or Singapore Citizens.
Singapore companies must meet these compliance requirements and our team is experienced and aware of these requirements.
In our role as your company secretary, we take care of the following responsibilities for your company in Singapore:
1. To keep and update the statutory records and registers
– Register of Secretaries, Register of Auditors, Register of Directors and their respective shareholdings, Register of Transfers, Register of Members and Register of Charges (fixed charge and floating charge) and Debentures
– Prepare and file Board Resolutions, Annual General Meeting (AGM) minutes and Extraordinary general meeting (EGM) minutes
2. Submit an online application to ACRA before the due date:
– Assist in updating new appointments or resignations of directors or auditors
– Update the changes of address of the registered office or office hours, directors’ contact details, and financial year-end of the company
– Update the company paid up or authorised share capital (including the issue of shares)
– Assist in filing Annual Returns (AR)
– Update the change of name of the company
– Submit for approval of the proposed new name
– Include new business activities
– Inform change in shareholdings of directors or a new issue of shares
– Update in Memorandum and Articles of Associations (“M&A”), register of charges when a charge is created or removed and the change in the name of the holding company and its related shareholdings
3. AGM, EGM and Directors’ Board Meetings
– Prepare and circularise notice of a meeting to members
– Attend meetings and take down minutes of meetings as statutory records
4. Send reminders on the due dates for Annual General Meetings (AGM) and Annual Returns (AR)
– Send an email reminder and plan ahead to meet these deadlines
5. The statutory registers and records are available for inspection by your Auditor
– Statutory Auditors have full access to the legal records, board resolutions and minutes of meetings during the annual audit
– Assist you with all queries from your Auditors
6. To make a Company common Seal, safe keep and ensure proper use
– Keep the corporate seal on your behalf and will use the business seal as spelt out in the M&A of the company.
7. Other ad-hoc matters and advice on the Singapore Companies Act, Chapter 50
– Provide advice and assist in converting a sole proprietorship to a private company
– Prepare board resolutions for bank accounts (opening, closing, change of signatories)
– Draft board resolutions for the purchase of plant and equipment (i.e. motor vehicles, property, land, etc. under the company name)
– Witness to share purchase agreement (“SPA”)
– Transfer in or out shares from individuals or corporate shareholders
– Assist in completing forms required for bank accounts opening
– Provide certified True Copies of certain documents
– Help in the filing of the AGM deadline
– Assist in XBRL filing
– Purchase your company’s ACRA BizFile
– Provide advice and assist in striking off or liquidating Singapore incorporated company.
In Singapore, what are the legal requirements required of a company secretary?
In Singapore, all companies must appoint a Company Secretary within six months of the date of incorporation of the company.
Company secretaries should be members of the Institute of Certified Public Accountants of Singapore (ICPAS) or should have worked as company secretaries for at least three years.
A company secretary must meet certain requirements relating to experience, education requirements, and membership in professional associations.
As a director of the company, you must take all reasonable steps to ensure that every company secretary has the knowledge and experience required to perform his or her duties.
Directors will appoint the company’s secretary or secretaries, and a member of the board of directors must be present at the company’s registered office during the hours that it is open to the public, whether personally or through a company representative.
A person who holds the position of company secretary must reside in Singapore and cannot serve as its sole director.
When should a company appoint an auditor?
In Singapore, all companies should appoint an Auditor by three (3) months from the date of incorporating the new entity, unless Section 205B or Section 205C of the Singapore Companies Act, Chapter 50 exempts the new entity from audit requirements.
Effective from 1 July 2015, the following are the Audit Exemption for Singapore small companies:
A small company is a private company when it meets at least 2 quantitative criteria for the immediate past 2 financial years:-
a. Total annual revenue should not exceed SGD 10 million;
b. Total assets should not exceed SGD 10 million;
c. Total number of employees should not exceed 50.
A small group is defined as a private group (the company must meet the small company criteria) when it meets at least 2 quantitative criteria for the immediate past 2 financial years:-
a. Consolidated group revenue should not be more than SGD 10 million;
b. Consolidated group assets should not be not more than SGD 10 million;
c. Aggregate number of employees should not be not more than 50.
Audit exemption applies to Singapore companies that fulfil the “small company” criteria.
For a company that is part of a group, the company must qualify as a “small company” and the entire group must qualify as a “small group”.
When should a new company choose its financial year end?
Your new business must also decide on when it will end its first financial year (FYE) upon incorporation. During the FYE, your accounting firm will assist you in keeping track of your corporate filings and tax deadlines.
Companies usually choose one of the following dates as their end-of-year dates: 31 March, 30 June, 30 September, or 31 December. You need to decide whether your accounting period is 12 months or 52 weeks. It is the company’s responsibility to notify ACRA of any subsequent changes in FYE.
A company cannot change its financial year end (FYE) without the approval of the Registrar:
(i) The change in the FYE will result in a financial year longer than 18 months; or
(ii) If the FYE has been changed within the last five years (since the most recently changed FYE).
In Singapore, why does a company use a company secretarial service?
Taking care of a company’s responsibilities is a challenging and complicated task that a company’s secretary handles.
It is the responsibility of the company secretary to ensure that the legal framework of the company is respected, as well as keeping regular records.
A failure to comply with the law may result in unpleasant repercussions for both the company and its directors.
The sanctions may include imprisonment, the appointment of a new executive director or secretary, and the payment of fines and penalties.
In Singapore, it is important to hire a chartered secretary who is dependable.
In Singapore, it is important to hire a chartered secretary who is dependable. We are knowledgeable about the intricacies of the company. Additionally, we are well-versed in Singaporean corporate law.
Our company secretarial services include providing you with high-quality support and advice on the Singapore Companies Act, Chapter 50, as well as providing consistent, high quality and efficient company secretarial services.
Send us a note via the Contact form, and we will get in touch with you about Corporate Secretarial Services!