Missing Secretarial Records

[Rating: 4.9]

Client Profile

The company is a firm engaged in the oil and gas industry in Singapore. Back then, it operated on a small-scale, with few employees comprising its manpower pool. The client was looking for a corporate secretary to render professional support for least two years to ensure compliance with the Accounting and Corporate Regulatory Authority. Neither of directors could likewise fill the position as they had limited knowledge on how to go about the daily functions of a corporate secretary, who, under the Companies Act, may be held liable, along with the directors, for any act of statutory non-compliance.

Challenges

Secretarial recordsPursuant to the Singapore Companies Act, incorporated companies must maintain a proper set of secretarial files and corporate accounts for governance. The company secretary is expected to maintain and update the company’s statutory registers, including the filing of transfer if shares, the electronic filings with the ACRA, maintenance of minutes book, updating of company accounts and annual reports.

When we began working with the company, we hit a huge wall – we discovered it had no secretarial files on hand! It failed to maintain statutory registers and file reports on company accounts. Secretarial records went missing and the records were no longer updated for three years. We advised them that this practice is not in accordance with the Companies Act. The director can get fined up to S$5,000 or become blacklisted as a company director in a private limited company.

Business Solutions

Team WorkWhen the client appointed Corporate Services Singapore as its company secretary, we immediately went to work. With full cooperation from their team, we reviewed available documentation and implemented key changes. We successfully prepared the missing secretarial documents and set up properly registered and secretarial records. Among the secretarial files we updated included incorporation documents, director’s resolutions, minutes book and annual financial statements. We completed electronic filing with ACRA to update records and paper filing pertinent records in the company register folder, while maintaining an up-to-date Bizfile.

Results

The client has grown into a major industry player in the oil and gas sector. It is now strictly compliant with statutory regulations.

It is now listed in the Singapore Exchange and is confident that when ACRA conducts a random audit of secretarial files, even reckoning from the date of incorporation, it will be able to pass the review because all its pertinent records are maintained in accordance with the provisions of the Companies Acts.

The client now believes that good bookkeeping habits, along with the efficient company secretary service, help facilitate strategic business decision-making and accounts maintenance.