Corporate Secretarial

A company secretary is responsible for the Company’s compliance with ACRA’s regulatory requirements.

Corporate Secretarial Services in Singapore – Company Secretary

In Singapore, a company must appoint a company secretary within 6 months from its incorporation date. The company secretary shall be a natural person and a resident in Singapore.

ACRA requires that the position of company secretary must not be left vacant for more than 6 months at any one time, and where there is only a sole director to a company, the company secretary should not be the same person.

Typically, a company secretary is a professional and qualified person that is responsible for the Company’s compliance with ACRA’s regulatory requirements such as keep to filing requirements, datelines, preparing of resolutions and minutes, and also filing of resolutions, financial statements, AGMs and EGMs.

The criteria and responsibilities of a company secretary may sound easy, but in effect, the scope of work may not be as straight forward as it seems. It is beneficial for company to engage a Corporate Service Provider as it is cost-saving in the long run and frees up time normally required by senior management in a company to handle administrative work.

A good corporate secretarial service provider can help you to:

  • manage and mitigate the risks of non-compliance of your company with ACRA
  • ensure the integrity of the governance framework, compliance with statutory and regulatory requirements, and implementing decisions made by the Board of Directors
  • maintain company records, and provide compliance, legal and business advisory support
  • manage in confidence, personal data and private information that has been disclosed by shareholders, ultimate beneficial owners, management, board, investors, and the stakeholders
  • Advisorly provides the following Corporate Secretarial Services in Singapore:

    • Appointment of Company Secretary
      - Annual return
      - Preparation of Annual General Meetings (AGM)
      Preparation of Extraordinary General Meetings (EGM)
      - Ensures that company decisions is in accordance to the Company Constitution
      - Director resolutions
      - Declaration and distribution of dividends
    • Corporate compliance with ACRA
      - Filing of notice with ACRA to report change in company name
      Filing of notice with ACRA to report change in Officers (Directors, Secretaries, Auditors)
      Filing of notice with ACRA to report change in Registered Address
      Filing of notice with ACRA to report change in Business Activity
      Filing of notice with ACRA to report change in Financial Year End (FYE)
    • Maintenance of company records
      - Maintenance of minutes book for directors’ resolutions
      Maintenance of statutory registers book
      Maintenance of Ultimate Beneficial Owner (UBO) records
    • Company shares
      - Allotment of shares and transfer of shares
      - Share certificates
      Filing with ACRA on relation to company share

    Other services:

    One of the statutory requirements to setting up a company in Singapore is a local Singapore registered business address.

    For Sole-Proprietorships, Partnerships and Limited Partnership (LP), a business address is the place where you carry out your business.
    You may use your residential address (HDB and private housing) as the business address. However, you will need to seek approval from HDB or URA.

    For Companies and Limited Liability Partnership (LLP), a registered office address refers to the place where all regulatory communications and notices are addressed. It is also the place where the statutory registers and records are kept. However, it need not be where business activities are conducted. For this reason, many companies and LLP choose to have a virtual business address.

    Advisorly provides Registered Business Address services:

    • a prestigious business address which is near to City Hall MRT, Central Business District (CBD)
    • mail handling services

    For some of us, there will be a time when we say good-bye to a company. This can happen when the directors decide to change the company structure or close / wind up / strike off the company permanently.

    Changing of a company structure, includes:

    • Conversion from Sole Proprietor to Private Limited
    • Conversion from Limited Liability Partnership (LLP) to Private Limited
    • Conversion from Partnership or Private Limited (Pte Ltd) to Limited Liability Partnership (LLP)

    Strike-off

    A company may apply to ACRA to strike off its name from the Register and ACRA may approve the application if there is reasonable cause to believe that the company is not in operation, is not carrying on a business and is able to satisfy the criteria for striking off. The criteria include:

    • company has not commenced business since incorporation or has ceased trading
    • company has no outstanding debts owed to Inland Revenue Authority of Singapore (IRAS), Central Provident Fund (CPF) Board and any other government agency
    • no outstanding charges in the charge register
    • company is not involved in any legal proceedings (within or outside Singapore).
    • company is not subject to any ongoing or pending regulatory action or disciplinary proceeding.
    • company has no existing assets and liabilities as at the date of application and no contingent asset and liabilities that may arise in the future
    • All / majority of the director(s) authorise you, as the applicant, to submit the online application for striking off on behalf of the company.​

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