Company Secretarial Service


Have you successfully incorporated your new company in Singapore?

Congratulations!

Now, it’s time to know further about essential tasks to be done during the post-incorporation phase of your company. One of these is to appoint a Corporate Secretary.

Company Secretary: What You Need to Know

Company secretarial service Singapore
  • The Company Secretary is an appointed officer of the Company in compliance to the Singapore Companies Act.
  • “Every company must have an appointed Corporate Secretary within 6 months of incorporation.” (Section 171, 1AA, Companies Act)
  • The Company Secretary must be a Singapore Citizen/Permanent Resident, or a Singapore Employment Pass Holder/Singapore Dependent Pass Holder.
  • The Corporate Secretary must have at least 3 years’ experience as a secretary of a company prior to his or her appointment as secretary of the public company.
  • A sole director or shareholder cannot be assigned as a Company Secretary.
  • A local resident company director can only be appointed as Corporate Secretary if the company has more than one director.
  • A Company Secretary is not required for a sole proprietorship or limited liability partnership (LLP) business entities.

Significance of a Company Secretary

Company secretary services Singapore
  1. As mandated by law

    This is a double-layered legal prerequisite every company in Singapore must fulfil.

    First, having a Corporate Secretary is in compliance with the Singapore Companies Act.

    Second, a Corporate Secretary has the fiduciary responsibility to ensure that directors and shareholders observe rules and regulations stipulated in the Singapore Companies Act.

  2. For government compliance of company

    The Company Secretary holds the highest standard of responsibility that its directors and shareholders are:

    • involved in the incorporation process as well as in the filing of necessary business documents
    • informed of Company constitution matters and proceedings as well as any changes on Singapore’s Companies Act
    • knowledgeable of annual filings and statutory requirements as well as the deadlines related to these matters

    Failure to do so will make the Corporate Secretary held accountable by the Accounting and Corporate Regulatory Authority (ACRA).

  3. Business and operational duties

    The Company Secretary is the resource person for Directors and Officers of the company as well as its employees.

    • Setting out the agenda for business meetings
    • Facilitating non-official gatherings
    • Taking care of transactions related to share distribution
    • Preparing and keeping of board resolutions, minutes of meetings, and all company documentation
    • Filing of annual returns, company changes, amendments to the Constitution, among many others, with the ACRA
  4. Legal and financial duties

    The Company Secretary is responsible for all the account statements, insurance covers, as well as statements as well as acquisitions, transfers, and disposals of and within the Company adhere to the rules and regulation set up by the Constitution, ACRA and the Singapore Companies Act.

  5. Power to approve Company Resolution

    The Company Secretary, in many instances, may be required to authenticate resolutions and execute official documents, under the common seal, for these papers to be considered valid and absolute.

Potential Problems for not Engaging the Right Company Secretary

Corporate secretary services Singapore

According to the ACRA, these are some of the common offences and possible mistakes that can arise for companies under the Companies Act (Cap 50) if they do not have a reliable and dedicated company secretary:

  1. Failure to create a business resolution
  2. Failure to validate a significant business step
  3. Failure to publish company’s name and registration number
  4. Failure to notify the Registrar of any change in the situation of the registered office address and office hours
  5. Records that are not properly managed
  6. Incorrect year-end reports
  7. Non-compliance to company law
  8. Failure of substantial shareholder to notify company of its interests
  9. Failure to lodge the Annual Return of the company within one month from the date of holding the Annual General Meeting
  10. Failure to notify the Registrar of changes in the Register of directors, managers, secretaries and auditors

Bridging the Gap: Corporate Services Singapore as a one-stop provider for business owners

Corporate secretarial services

The fulfilment or non-compliance to the laws of the land highly depends on having a Company Secretary with utmost commitment to the good of the company.

Shifting legislative requirements as well as the complexity of ensuring legal compliance can put directors and all key stakeholders under rising and constant pressure. Now, more than ever, it is essential for start-up and existing companies to focus on running their business.

You need professional corporate secretarial services from a company with the expertise and experience to handle all tasks involved with your corporate compliance in a fuss-free and efficient manner.

Do you want to have peace of mind and utmost confidence with your choice of a Corporate Secretary?

Do you want to put all your time, energy, and effort in staying on top of and growing your business?

Corporate Services Singapore is your one stop provider for all your professional corporate secretarial needs.

  • Formation of Local and Offshore Entities
  • Statutory Registers as well as Annual Return and Tax Filing Requirements
  • ACRA Compliance Alert & Reminders
  • Appointment of Nominee Company Secretary, Directors and Shareholders
  • Maintenance of Statutory Records, Minutes and Registers

At Corporate Services Singapore, we go beyond simply undertaking our corporate secretarial duties, executing all secretarial matters, and complying with statutory requirements. Contact us today to find out more how we can help you.

FAQs on Company Secretary

What is a company secretary and who can be a company secretary?

A company secretary is a person appointed to ensure the company maintains compliance with the many statutory requirements – such as maintaining and filing statutory records and returns.

Any natural person who is ordinarily resident in Singapore and who has the requisite knowledge to perform the duties can be a company secretary.

What are the duties and responsibilities of a company secretary in Singapore?

The company secretary is required to ensure that the company is in compliance with the Companies Acts requirements. These include:

• Change of directors, company secretary, auditors and transfer of shares between shareholders, etc.
• Preparation and submission of the Annual Returns
• Preparing and filing of documents (directors’ resolution, minutes of the general meeting ) and update of changes to ACRA
• Maintaining the register of directors, company secretary, auditors, shareholders and charges
• Issuing share certificates, recording transfers of shares and allotment of shares
• Maintaining the register of members and debenture holders

What kind of secretarial services will be chargeable?

Non routine secretarial matters will be chargeable on a request basis. Examples include:

• New issuance of shares
• Transfer of shares
• Change of constitution
• Change of directors
• Opening of additional bank accounts
• Change of company name
• Preparation of notices, minutes and other documents pertaining to directors’ and shareholders’ meetings (Extraordinary General Meeting)
• Attending official meetings

When is the due date to hold an AGM and file annual return?

The newly incorporated company is required to hold the first AGM within 18 months from date of incorporation. Thereafter, AGMs must be held once in every calendar year or within 15 months from last AGM date.

For annual return, directors of the companies are required to prepare audited or un-audited financial statement and present the financial statements to AGM within 6 months after the financial year end.

The company secretary is required to file the annual return to ACRA within one month of the date of AGM.

My company was dormant in the last financial year. Do I still need to hold an AGM?

Even if a company was dormant, it is mandatory to hold AGM and file Annual Return.

There was a change in director of my dormant company. Do I need to inform ACRA?

Yes, even if your company was dormant, you are required to notify ACRA for any change of company particulars including change of directors.

Can a director also be the company secretary?

A director can also hold the position of company secretary only if he is qualified to do so.

What kinds of services are included in the annual fee for Corporate Secretary service?

What kinds of services are included in the annual fee for Corporate Secretary service?

• Providing one qualified person as Secretary of your company as required by Section 171(1A) of the Companies Act.
• Attending to routine secretarial matters of the company such as first board meeting, annual general meeting, custody of common seal, etc.
• Safekeeping, updating, and maintaining registers, notices, minutes book, and other statutory records.
• Preparing and lodging all prescribed forms and requisite documents with the ACRA
• Reminding you of the various statutory compliance dates with ACRA

When the due date of the company Annual General Meeting (AGM)?

AGM will be required 6 months after the financial year end of the Company. When the AGM is held and the reported after its due date, it will incur penalty from ACRA at $300 per section.

I am busy running the company and I am unable to keep track of the deadlines for AGM and filing of Annual Return. What do I do?

If you have appointed a company secretary, they will be able to advice you on the AGM and Annual Return filing due dates, prepare the necessary documents and minutes for your approval and file the documents with ACRA on the stipulated time.

If you do not have a company secretary, and fail to keep track, ACRA may send you reminders and issue a letter to the local director and invite the director to attend the seminar: Directors Compliance Programme (“DCP”).

 

However, the directors of the company have to ensure that they hold the AGM, prepare the necessary documents and make all Annual Return filings on time.

Does my company require fileing of XBRL (eXtensible Business Reporting Language) reporting?

XBRL is only compulsory for limited private company (company with corporate shareholder) or insolvent company.

I am not satisfied with my existing service provider. Can I switch to Corporate Services Singapore?

We will be happy to discuss the matters with you and take over the statutory records of your company subject to the termination of your secretarial service with the existing service provider. The process is generally as follows:

• Let us know that you wish to switch to Corporate Service Singapore. We will work with you to understand your needs and provide a quotation for our services accordingly.

• If you decide to proceed further, you will need to terminate your services with the existing service provider.

• Upon termination of services with the existing service provider, you will need to inform them to transfer all the statutory records of the company to Corporate Services Singapore.

• Once we have received the statutory records, we will do the necessary documents and filings with Accounting and Corporate Regulatory Authority (ACRA).

FAQs on Company Secretary

What is a company secretary and who can be a company secretary?

A company secretary is a person appointed to ensure the company maintains compliance with the many statutory requirements – such as maintaining and filing statutory records and returns.

Any natural person who is ordinarily resident in Singapore and who has the requisite knowledge to perform the duties can be a company secretary.

What are the duties and responsibilities of a company secretary in Singapore?

The company secretary is required to ensure that the company is in compliance with the Companies Acts requirements. These include:

• Change of directors, company secretary, auditors and transfer of shares between shareholders, etc.
• Preparation and submission of the Annual Returns
• Preparing and filing of documents (directors’ resolution, minutes of the general meeting ) and update of changes to ACRA
• Maintaining the register of directors, company secretary, auditors, shareholders and charges
• Issuing share certificates, recording transfers of shares and allotment of shares
• Maintaining the register of members and debenture holders

What kind of secretarial services will be chargeable?

Non routine secretarial matters will be chargeable on a request basis. Examples include:

• New issuance of shares
• Transfer of shares
• Change of constitution
• Change of directors
• Opening of additional bank accounts
• Change of company name
• Preparation of notices, minutes and other documents pertaining to directors’ and shareholders’ meetings (Extraordinary General Meeting)
• Attending official meetings

When is the due date to hold an AGM and file annual return?

The newly incorporated company is required to hold the first AGM within 18 months from date of incorporation. Thereafter, AGMs must be held once in every calendar year or within 15 months from last AGM date.

For annual return, directors of the companies are required to prepare audited or un-audited financial statement and present the financial statements to AGM within 6 months after the financial year end.

The company secretary is required to file the annual return to ACRA within one month of the date of AGM.

My company was dormant in the last financial year. Do I still need to hold an AGM?

Even if a company was dormant, it is mandatory to hold AGM and file Annual Return.

There was a change in director of my dormant company. Do I need to inform ACRA?

Yes, even if your company was dormant, you are required to notify ACRA for any change of company particulars including change of directors.

Can a director also be the company secretary?

A director can also hold the position of company secretary only if he is qualified to do so.

What kinds of services are included in the annual fee for Corporate Secretary service?

What kinds of services are included in the annual fee for Corporate Secretary service?

• Providing one qualified person as Secretary of your company as required by Section 171(1A) of the Companies Act.
• Attending to routine secretarial matters of the company such as first board meeting, annual general meeting, custody of common seal, etc.
• Safekeeping, updating, and maintaining registers, notices, minutes book, and other statutory records.
• Preparing and lodging all prescribed forms and requisite documents with the ACRA
• Reminding you of the various statutory compliance dates with ACRA

When the due date of the company Annual General Meeting (AGM)?

AGM will be required 6 months after the financial year end of the Company. When the AGM is held and the reported after its due date, it will incur penalty from ACRA at $300 per section.

I am busy running the company and I am unable to keep track of the deadlines for AGM and filing of Annual Return. What do I do?

If you have appointed a company secretary, they will be able to advice you on the AGM and Annual Return filing due dates, prepare the necessary documents and minutes for your approval and file the documents with ACRA on the stipulated time.

If you do not have a company secretary, and fail to keep track, ACRA may send you reminders and issue a letter to the local director and invite the director to attend the seminar: Directors Compliance Programme (“DCP”).

 

However, the directors of the company have to ensure that they hold the AGM, prepare the necessary documents and make all Annual Return filings on time.

Does my company require fileing of XBRL (eXtensible Business Reporting Language) reporting?

XBRL is only compulsory for limited private company (company with corporate shareholder) or insolvent company.

I am not satisfied with my existing service provider. Can I switch to Corporate Services Singapore?

We will be happy to discuss the matters with you and take over the statutory records of your company subject to the termination of your secretarial service with the existing service provider. The process is generally as follows:

• Let us know that you wish to switch to Corporate Service Singapore. We will work with you to understand your needs and provide a quotation for our services accordingly.

• If you decide to proceed further, you will need to terminate your services with the existing service provider.

• Upon termination of services with the existing service provider, you will need to inform them to transfer all the statutory records of the company to Corporate Services Singapore.

• Once we have received the statutory records, we will do the necessary documents and filings with Accounting and Corporate Regulatory Authority (ACRA).