Company Secretary Services

Company Secretary services you can trust

Our professional corporate secretarial services ensure that you remain on top of important deadlines and kept constantly in compliance with important regulations in Singapore, allowing smooth operations of your business at all times.

Why Do You Need a Corporate Secretary?

A corporate secretary is an important addition to a company. As part of the Singapore Company’s Act, all companies are required to appoint a company secretary within 6 months of incorporation. On top of that, a Singapore company must not go without a corporate secretary for more than 6 months. They help that the company is fully compliant with ACRA. Failure to do so can incur penalties, prosecution or debarment. Generally, only larger businesses would need to hire an internal, full-time corporate secretary. Other businesses may be too small to justify a full-time corporate secretary on their payroll. Outsourcing of corporate secretarial services can fill that gap by saving on time and cost for your company whilst still providing you with a company secretary that has many years of experience and industry knowledge.

A corporate secretary is an important addition to a company. As part of the Singapore Company’s Act, all companies are required to appoint a company secretary within 6 months of incorporation. On top of that, a Singapore company must not go without a corporate secretary for more than 6 months. They help that the company is fully compliant with ACRA. Failure to do so can incur penalties, prosecution or debarment. Generally, only larger businesses would need to hire an internal, full-time corporate secretary. Other businesses may be too small to justify a full-time corporate secretary on their payroll. Outsourcing of corporate secretarial services can fill that gap by saving on time and cost for your company whilst still providing you with a company secretary that has many years of experience and industry knowledge.

What do the company secretary services comprise of?

AGM and Board Meeting

All companies in Singapore are required to hold AGMs unless exempted. In an AGM the company presents financial statements to members and queries are answered about the business. The AGM is important to answer questions and address any queries or concerns that members have. Depending on the financial year-end of the business, the timeline to hold the AGM may differ. The corporate secretary requires to organise and attend all meetings; prepare and circulate relevant documents and financial statements to members and prepare meeting agendas.

All companies in Singapore are required to hold AGMs unless exempted. In an AGM the company presents financial statements to members and queries are answered about the business. The AGM is important to answer questions and address any queries or concerns that members have. Depending on the financial year-end of the business, the timeline to hold the AGM may differ. The corporate secretary requires to organise and attend all meetings; prepare and circulate relevant documents and financial statements to members and prepare meeting agendas.

Allotment and Transfer Shared

The corporate secretary will be communicating and liaising with shareholders in regards to the issuing of shares or the transfer of shares. They will ensure that all changes are well and timely documented and ACRA is fully informed at all times. For share transfers, there are some steps to be taken. There needs to be a passing of a board resolution to approve this transfer, followed by filing it with ACRA. Thereafter there needs to be an update to the company’s registry of members followed by the issuing of share certificates.

The corporate secretary will be communicating and liaising with shareholders in regards to the issuing of shares or the transfer of shares. They will ensure that all changes are well and timely documented and ACRA is fully informed at all times. For share transfers, there are some steps to be taken. There needs to be a passing of a board resolution to approve this transfer, followed by filing it with ACRA. Thereafter there needs to be an update to the company’s registry of members followed by the issuing of share certificates.

Annual Returns

Companies are required to file their annual accounts once a year. The annual return is a form lodged with ACRA that contains important particulars of the company such as the company details, name of directors, corporate secretary, members, company share details and financial statements. The corporate secretary has to ensure that the annual return is to be filed within a month of the AGM being held. Depending on the company’s financial year-end, the timeline to submit the annual returns will vary.

Companies are required to file their annual accounts once a year. The annual return is a form lodged with ACRA that contains important particulars of the company such as the company details, name of directors, corporate secretary, members, company share details and financial statements. The corporate secretary has to ensure that the annual return is to be filed within a month of the AGM being held. Depending on the company’s financial year-end, the timeline to submit the annual returns will vary.

Corporate Governance

The corporate secretary can act as a mediator between shareholders and directors. They communicate important facts and information to the directors and shareholders to help in business decisions and board resolutions. One of the most important roles of the corporate secretary is to ensure both shareholders and directors are constantly in compliance and informed of statutory obligations. The company secretary will be the one to maintain records as well as certify important company documents. The secretary will also be providing advice in certain cases to ensure the company stays in compliance whilst executing certain corporate actions.

The corporate secretary can act as a mediator between shareholders and directors. They communicate important facts and information to the directors and shareholders to help in business decisions and board resolutions. One of the most important roles of the corporate secretary is to ensure both shareholders and directors are constantly in compliance and informed of statutory obligations. The company secretary will be the one to maintain records as well as certify important company documents. The secretary will also be providing advice in certain cases to ensure the company stays in compliance whilst executing certain corporate actions.

Engage in our corporate secretarial services

A company secretary performs various administrative and reporting duties, as well as ensuring the company remains compliant with current regulations. Engage us for professional corporate secretarial services at an affordable cost.

FAQ

What are the corporate secretarial duties?

Some of the main corporate secretarial services in Singapore include updating ACRA on changes in company particulars, ensuring compliance with regulatory authorities and more.

Any company secretary in Singapore is required to ensure to notify ACRA on any changes to the directors in the company, changes to business activities, change in the company name, change to the registered office address and other changes that would require updating with ACRA.

The company secretary is responsible for ensuring that all board procedures are being followed, as well as ensuring all members of the company are constantly in compliance with applicable rules and regulations in Singapore. For any changes to the business structure, activities or particulars(such as business name or registered office address), the company secretary acts as an advisor to the board of directors on the steps and procedures needed to make sure that the company is in compliance in accordance with the Singapore Companies Act and the company constitution (previously known as the Memorandum & Articles of Association).

Other company secretarial services include keeping tabs on changes in statutory law and to make sure to keep the company updated on them. They are also in charge of the safe custody and proper use of the company seal. Both the director and the company secretary has the power to use the company seal to certify important documents. Other corporate secretarial duties include the handling of business activities, AGM & board meetings, corporate governance, filing annual accounts, maintaining the statutory registers of the company and more.

Who is qualified to be a Company Secretary?

According to Accounting and Corporate Regulatory Authority (ACRA), a company secretary in Singapore has to be a natural person, a local resident and has not previously been disqualified from acting as a secretary of a company. The secretary can be a Singapore Citizen, Singapore PR or Singapore Employment Pass Holder or Dependent Pass Holder. The corporate secretary and the sole director can not be the same person. Singapore corporate secretary service providers are required to adhere to the same requirements.

A secretary for a private company in Singapore does not require professional qualifications. A company secretary can be appointed as long as they meet the basic requirements.

The corporate secretary of a public company has to meet any of the following requirements:

  1. The person has in the past 5 years, has previously served as a corporate secretary of any company for at least 3 years.
  2. The person is a qualified person under the Legal Profession Act
  3. The person is a public accountant or a member of the Institute of Public Accountants (Singapore)
  4. The person is an member of the Institute of Singapore Chartered Accountants
  5. The person is a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators, 
  6. The person is a member of the Association of International Accountants (Singapore Branch)

Can a director also be the company secretary?

If there are multiple company directors, you can appoint one as company secretary assuming they fit the necessary qualifications. If a company only has a sole director, he/she is not permitted to hold the role of the company secretary.

Can I change Company Secretaries?

Yes, you can. The company secretary can be easily changed in a few steps. First of all, there needs to be a board resolution to accept and record the resignation of the departing company secretary. The current (departing) company secretary needs to submit his/her letter of resignation. ACRA has to be informed of the change within 14 days from the date of resignation. It is also required to have a board resolution to accept and record the appointment of the new secretary. The new company secretary will have to sign Form 45B, to show consent in acting as the company secretary. ACRA will again have to be informed of the changes, as well as the secretary’s particulars. Your new company secretary will be the one to manage the entire process of the resignation of the old secretary to the appointment of the new one. He/she can take on the responsibility of preparing the necessary documents and paperwork and oversee the entire transition process.

Our corporate secretarial services (Singapore) include a seamless transition from your current secretary to our services.

If you are currently engaging other Singapore company secretarial services, you are also able to easily change to Paloe from your service provider. We would have to liase with your previous service provider for a smooth transition.

Do companies need to hold an AGM?

Part of a corporate secretarial service is to attend and take care of all AGM and board meetings- corporate secretarial responsibilities can include having to organise and prepare all meetings, that includes but is not limited to preparing relevant important documents and financial statements to be circulated to those at the meeting to help with decision making as well as conducting minutes. Keeping with this, Singapore companies are required to hold AGMs once a year, as well as perform annual return filing soon after. The secretary is required to ensure that the company does all of these in a timely manner and within filing deadlines. Failure to do so can result in penalties, prosecution or disbarment.

Our corporate secretarial services include the organising and managing of your company AGM in the timeframe specified

If you have a dormant company you are still required to hold an AGM and file your Annual Return.

Within four months after your company’s financial year end and file the annual return within five months after your company’s financial year-end.

If you are not a listed company in Singapore, you must hold an AGM within six months after your company’s financial year end and file the annual return within seven months after your company’s financial year end.

Within 18 months of the date of incorporation.

The financial statements you present at an AGM must be made up to a date not more than four months before the AGM, if you are a listed company. For non-listed companies, it must be made up to a date not more than six months before the AGM.

What are the constitution documents?

The company constitution describes the characteristics of a company and how it operates. It is an important legal document that requires to be compliant with the Singapore Company Constitution and contains all the rules and regulations for the governance of the company in Singapore. It also describes the rights and responsibilities of its directors, officers and shareholders of the company. The corporate secretary has to file any changes or updates to the company constitution at all times. Any change to the constitution will involve the passing of a special resolution. A copy of the company’s constitution has to be submitted to ACRA, and another copy signed by shareholders to be kept at the registered office of the company.

If a company wishes to not create their own constitution, they are allowed to adopt the model constitution during its application for incorporation. The company has to submit a copy of this special resolution and a copy of the altered constitution to ACRA.

Our corporate secretarial services include the updating and maintaining of your company constitution documents.

When do I have to submit my annual returns?

Our corporate secretarial services include the filing of annual returns.

Filing of annual return within 30 days after the annual general meeting.

For companies having a share capital and keeping a branch register outside Singapore, file annual returns within 60 days after AGM.

In addition, note that the annual return can be filed only: 

  • After an Annual General Meeting (AGM) has been held
  • For a private company which has dispensed with its AGM, after financial statements are sent or all resolutions which were supposed to have been passed at an AGM are passed by written means

Filing of annual return within five months (for a listed company)or seven months (for a non- listed company) after financial year-end.

For companies having a share capital and keeping a branch register outside Singapore, file annual returns within six months (for a listed company) or eight months (for a non-listed company) after financial year-end.

In addition, note that the filing of annual return can only be done: 

  • After an Annual General Meeting (AGM) has been held 
  • After financial statements are sent (if company need not hold an AGM)
  • After financial year-end, for a private dormant relevant company that is exempted from preparing financial statements or that has dispensed with the AGM.

Since 31 March 2017, companies and limited liability partnerships are required to keep a register of registrable controllers. The register can be a physical format or online format. A controller is an individual or legal entity that has either a “significant interest” in the company or a “significant control” over the company.

A registered Singapore company has to appoint an auditor within 3 months of their incorporation unless specifically exempted from audit requirements under the relevant sections of the Companies Act.

Do your corporate secretarial services include the opening of a corporate bank account?

Yes, our company secretarial service can include the opening of a bank account in Singapore if needed. Most of the documents required by banks have to be certified true copies signed by either the director or the company secretary.

What are the legally required roles in a Singapore company?

Other than a company secretary, there are certain roles that need to be filled for the registration of a company in Singapore- the director and auditor.

 

You are required to have at least 1 director who is a resident of Singapore, who will be in charge of the management of the business and will make strategic decisions. Every business in Singapore needs to have one director who is a resident of Singapore. Thereafter they are allowed to have any number of resident or non-resident directors. You can also engage nominee director services from us to fulfil this obligation. The sole purpose of a nominee director is to fulfil Singapore law and regulatory compliance.

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Filing of annual return within five months (for a listed company)or seven months (for a non- listed company) after financial year-end.

For companies having a share capital and keeping a branch register outside Singapore, file annual returns within six months (for a listed company) or eight months (for a non-listed company) after financial year-end.

In addition, note that the filing of annual return can only be done: 

  • After an Annual General Meeting (AGM) has been held 
  • After financial statements are sent (if company need not hold an AGM)
  • After financial year-end, for a private dormant relevant company that is exempted from preparing financial statements or that has dispensed with the AGM.

Since 31 March 2017, Singapore companies and limited liability partnerships are required to keep a register of registrable controllers. The basic requirements are as follows:

  • Companies are required to maintain a registry of registrable controllers containing the particulars of the company’s registrable controllers.
  • Companies are required to take reasonable steps to identify the company’s registrable controllers.
  • Companies are required to keep the particulars in its register of registrable controllers up-to-date by sending notices to registrable controllers.

The register can be a physical format or online format. A controller is an individual or legal entity that has either a “significant interest” in the company or a “significant control” over the company.

A registered Singapore company has to appoint an auditor within 3 months of their incorporation unless specifically exempted from audit requirements under the relevant sections of the Companies Act.

 

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