Company Secretarial Services

In accordance with the Singapore Companies Act, you are required to appoint a Company Secretary within six months of incorporating your Singapore company. A company secretary acts an officer of your firm, and will help fulfil a range of duties that ensures your company complies with the regulations stipulated by IRAS and ACRA.

A Company Secretary must be either a:

  1. Singapore resident (a Singapore citizen or permanent resident) or
  2. holder of Singapore Employment Pass /Entrepreneur Pass /Dependant Pass.

A Company Secretary must have sound knowledge of the Companies Act as well.

Responsibilities of a Singapore Company Secretary

A Company Secretary has the following responsibilities:

Board Meetings

  • Coordinating the company’s formal decision making and reporting process;
  • formulating meeting agendas with the chairman and /or the chief executive;
  • attending meetings and taking minutes;
  • maintaining minute books;
  • certifying copies of minutes; and
  • ensuring that correct procedures are followed.

General Meetings

  • Obtaining internal and external agreements to all documentation for circulation to shareholders;
  • coordinating the administration and attending of meetings and taking minutes; and
  • ensuring that correct procedures are followed.

Company Constitution

  • Ensuring that the company complies with its constitution; and
  • drafting and incorporating amendments in accordance with the correct procedures.

Statutory Registers and Books

  • Maintaining statutory registers.

Statutory Returns

Updating ACRA on:

  • any changes in the director(s) of a company or particulars relating to director(s);
  • changes to a director’s name or residential address;
  • removal from office in accordance with the Act or constitution;
  • disqualification from holding office;
  • appointments/resignations/deaths;
  • annual returns;
  • change of company name;
  • adoption, alteration and revocation of constitution; issue of shares;
  • any other changes that requires updating with ACRA.

Report and Accounts

  • Coordinating the publication and distribution of the company’s annual report, accounts and interim statement; and
  • the preparation of the directors’ report.

Share Registration

  • Maintaining the company’s register of members;
  • assisting with transfers and other matters affecting shareholdings; and
  • attending to the queries and requests from shareholders.

Shareholder Communication

  • Communicating with the shareholders (i.e. through circulars);
  • payment of dividends and interest;
  • issuing documentation regarding rights and capitalization issues;
  • general shareholder relations; and
  • relations with institutional shareholders and their investment protection committees.

Shareholder Monitoring

  • Monitoring movements on the register of members to identify an apparent ‘stake-building’ in the company’s shares by potential takeover bidders; and
  • making inquiries of members as to beneficial ownership of holdings.

Share and Capital Issues, Transfers and Restructuring

  • Implementation of changes in the structure of the company’s share and loan capital and devising; and
  • implementing and administering directors’ and employees’ share participation schemes.

Acquisitions and Disposals

  • Participating as a key member of the company team to implement corporate acquisitions and disposals;
  • protecting the company’s interests by ensuring the effectiveness of all documentation and that due diligence disclosures enable proper commercial evaluation prior to completion of the transaction.

Corporate Governance

  • Reviewing developments in corporate governance; and
  • advising and assisting the directors with respect to their duties and responsibilities and compliance with their personal obligations under company law and, if applicable Stock Exchange requirements.

Non-Executive Directors

  • Acting as a channel of communication and information for non-executive directors.

Company Seal

  • Ensuring the safe custody and proper use of the company seal if provided for in the company constitution.

ACRA Compliance Alert & Reminders

  • Notify you on filing deadlines and ACRA annual compliance matters in a timely manner.