Singapore Corporate Secretarial Services
The Singapore Companies Act ( Chapter 50) requires that every company other than a Branch office, appoint a company secretary within 6 months from incorporation.
Under Section 171 of the Companies Act, the company has to appoint a company secretary that is “ordinarily a resident”. The company secretary may also be a holder of a Singapore Employment Pass/Entrepass/Dependant Pass. The company secretary must also have proficient knowledge of the Companies Act as well.
At HCCS we pride ourselves in providing you a highly qualified singapore corporate secretary to ensure that your company compiles with all regulations stipulated by ACRA and IRAS as governed by the Companies Act.
It is generally recommended for companies to outsource the role of a company secretary. Companies such as HC are more than glad to assist with this process of providing a company secretary. This is recommended for several reasons:
- To file with ACRA, an individual must have a ‘Professional PIN’, which is given to those with requisite knowledge in this field. Without the PIN, it is not possible to appoint a foreign shareholder. Companies that offer secretarial services are qualified and certified to use a Professional PIN.
- If secretaries are inexperienced, it may lead to future issues, such as the failure to make the correct resolution, or maintenance of proper paperwork. The future changes required will be time consuming.
- Additionally, an inexperienced secretary runs the risk of making mistakes regarding establishing the financial year-end. If mistakes were to occur, it could lead to the loss of revenue in terms of taxes paid.
- Secretaries facing these mistakes can be penalized or deemed liable for fines under the Companies Act. Consulting with a company who can hire a certified and professional secretary will prevent this problem.
Requirements of Singapore Corporate Secretarial Services
Below is a list of duties that the Company Secretary performs to ensure that your Company abides to the Companies Act and meets all requirements put forth by ACRA and IRAS.
- Board Meetings
- Assisting and organizing the company’s formal decision making and reporting process
- Developing meeting agendas with the chairman and/or the chief executive
- Being present during meetings and taking minutes
- Maintaining minute books
- Certifying copies of minutes
- Ensuring proper procedures are followed.
- General Meetings
- Receiving internal and external agreements for documentations for circulation to shareholders.
- Leading the administration and attending meetings and taking minutes
- Ensuring proper procedures are followed
- Company Constitution
- Making sure that the company is complying with what is stated within their constitution
- Drafting and including amendments through following the correct procedures.
- Statutory Registers and Books
- Statutory Returns
- The secretary must update ACRA on:
- Any and all changes regarding the director(s) of a company or particulars relating to the directors’ names or residential addresses.
- Removal from office in compliance with the Act or company constitution
- Disqualifications from holding office
- Any and all appointments/resignations/deaths
- Annual returns
- Change of company name
- Obtaining, altering, revoking of constitution or issue of shares
- Any other updates that requires notifying ACRA.
- The secretary must update ACRA on:
- Report and Accounts
- The secretary must coordinate the publication and distribution of the company’s annual report, accounts and interim statement
- This must also be done with the preparation of the directors’ report.
- Share Registration
- The company secretary must maintain the company’s register of members
- They must assist with transfers and other matters affecting shareholdings
- They must attend to the various queries and requests from shareholders
- Shareholder Communication
- The secretary must effectively communicate with the shareholders of the company
- They must organize the payments of dividend and interest
- They must be in charge of issuing documentation regarding rights and capitalisation issues, general shareholder relations and relations with institutional shareholders and their investment protection committees
- Shareholder Monitoring
- The secretary must monitor the movements on the register of members to identify an apparent ‘stake-building- in the company’s shares by potential takeover bidders.
- They must also make inquiries of members as to beneficial ownership of holdings
- Share and Capital Issues, Transfers and Restructuring
- The secretary is responsible for the implementation of changes in the structure of the company’s share and loan capital and devising.
- They are also responsible for implementing and administering directors’ and employees’ share participation schemes.
- Acquisitions and Disposals
- The secretary must be a key member of the company team to implement corporate acquisitions and disposals.
- They must also protect the company’s interests by ensuring the effectiveness of all documentation and that due diligence disclosures enable proper commercial evaluation prior to the completion of the transaction.
- Corporate Governance
- The secretary must review any developments in corporate governance.
- They must also advise and assist the company directors with respect to their duties and responsibilities and compliance with their personal obligations under company law and Stock Exchange requirements (if applicable).
- Non-Executive Directors
- They must act as a channel of communication and information for non-executive directors.
- Company Seal
- They must ensure the safe and proper use of the company seal if provided.
- ACRA Compliance Alert and Reminders
- There are several ACRA annual compliance matters that must be attended to.
Information taken from https://www.rikvin.com/services/singapore-business-support/corporate-secretarial/
At HCCS our qualified Company Secretaries, will provide you a highly professional personalised service, that ensures your Company is always in a safe pair or hands.
For more information about the corporate secretarial services we offer, please don’t hesitate to contact us.