Corporate Secretarial Services ensure that Companies comply with the Companies’ Act and the requirements under ACRA’s regulations – the regulations which govern the Company and state the limits within which the Company may conduct its business.
ACRA – Governing Body for Accounting
Sustaining a business in Singapore extends beyond focusing on financial statements and profitability. There are important checks and balances made mandatory by the Singapore government to ensure a good standard of corporate governance across all Singapore companies. These mandatory requirements are enforced by the Accounting and Corporate Regulatory Authority or ACRA. Additionally, the Company’s Act requires all Singapore registered companies to appoint a Company Secretary within six months from Company’s incorporation date.
We understand every business context is different, and it can be challenging for certain Singapore companies in highly regulated industries to navigate complicated legal obligations associated with corporate compliance.
Legal Responsibilities and Duties of a Company Secretary
- Statutory compliance with Accounting and Corporate Regulatory Authority (ACRA)
• Filing of Company’s Annual Returns;
• Maintaining the Company’s statutory registers and minute books;
• Lodging and filing documents required by law such as notice of share transfers, amendments to Company’s Constitution previously known as Memorandum and Articles of Association (M&AA), appointment and resignation of company officers, change of registered office address, company’s name, etc;
• Fulfil any other regulatory requirement by ACRA.
- General meetings
• Send notices and arrange for shareholder, director and Annual General Meetings (AGM);
• Fulfil the administrative duties of these meetings in compliance with the Companies’ Act and the company’s Constitution.
- Memorandum & Articles of Association (M&AA)
• Ensure that the company and the board of directors comply with the Company’s constitutions at all times;
• Assist the Board of Directors in implementing good corporate governance practices within the company;
• Ensure all acquisitions, restructuring, mergers and amalgamations are implemented with the Company’s best interests in mind.
- Safeguard the interest of shareholders
• Provide timely information to shareholders and answer queries from them;
• Supervise share allotments, issues and transfers and deal with other matters affecting shareholdings;
• Distribution of financial reports to shareholders prior to AGMs for approval and decision making purposes.
- Micellaneous Duties
• Safekeeping and proper use of Company Seal;
• Reminders for filing deadlines.
Qualification of a Company Secretary
The Companies Act, Section 171 (1AA), dictates that a company secretary of a public company in Singapore must be suitably qualified, and has to satisfy at least one of these criteria:
- Has been a company secretary of a company for at least three of the five years immediately before his appointment as company secretary of the public company;
- A qualified person under the Legal Profession Act (Cap. 161);
- A public accountant registered under the Accountants Act (Cap. 2);
- A member of the Institute of Certified Public Accountants of Singapore;
- A member of the Singapore Association of the Institute of Chartered Secretaries and Administrators;
- A member of the Association of International Accountants (Singapore Branch); or
- A member of the Institute of Company Accountants, Singapore.
Appointing us as Company Secretary
More and more companies are outsourcing their Corporate Secretarial function to professional firms with the right expertise to meet the ever challenging compliance requirements. We promise to deliver quality services so that you can continue to focus on managing and expanding your business operations. The common corporate secretarial tasks are as follows:
- Maintaining Statutory Company Register Books
This includes any new appointment or resignation of directors, CEO, auditors and secretaries. We will also update the register for any new shares issue or transfers amongst shareholders and change in business address.
- Preparing Annual General Meetings (AGMs) documents
We put your mind to ease by sending out notice of AGM, preparing the agenda, passing resolutions and taking minutes of the AGM.
- Filing with ACRA
We will ensure that Annual Returns (including XBRL information) and any changes to the Statutory Register are filed with ACRA on time.
- Notifying you of the filing due dates early
We will notify you of the due date for holding AGM and filing Annual Returns filing so that you will have sufficient time to work with us and ensure the filing is filed without delay.
- Advising you on Corporate Secretarial compliance matters
We can advise you on the compliance matters in relation to the Company’s Act and ACRA’s regulations.
- Striking off Company
When you decide to cease the Company, there are several procedures to adhere and perform before the Company can be struck off. For example, zero-ising your Balance Sheet, filing your Corporate Tax Returns, etc.
With a team of dedicated professionals here to assist you with your Corporate Secretarial needs, you can be assured that they are in safe hands.
Enquire about our Corporate Secretarial Services
If you would like to know more about what we can offer, or would like to request for a quotation for our Corporate Secretarial Services (or Affordable Virtual Office Address and Reasonably Priced Company Incorporation Service), Accounting Services, Tax Advice, please call us at (+65) 6876 7906 for more information. Alternatively, you may wish to leave us a message using the contact form on the right side and our customer service assistants and accountants will get back to you as soon as possible.