What is a corporate secretary?
- The Corporate Secretary is an appointed officer of the Company in compliance to the Singapore Companies Act.
- “Every company must have an appointed Corporate Secretary within 6 months of incorporation.” (Section 171, 1AA, Companies Act)
- The Corporate Secretary must be a Singapore Citizen/Permanent Resident, or a Singapore Employment Pass Holder/Singapore Dependent Pass Holder.
- The Corporate Secretary must have at least 3 years of work experience as a secretary of a company prior to his or her appointment as secretary of a public company.
- A sole director or shareholder cannot be assigned as a Corporate Secretary.
- A local resident company director can only be appointed as Corporate Secretary if the company has more than one director.
- A Corporate Secretary is not required for sole proprietorship or limited liability partnership (LLP) business entities.
Why is a corporate secretary an asset?
Corporate secretary ensures that the business has all the paperwork in-place to remain compliant as per the Companies Act (Cap. 50). The problems for a business arises, if they do not have a reliable and dedicated company secretary, includes;
- Failure to create a business resolution
- Failure to validate a significant business step
- Failure to publish company’s name and registration number
- Failure to notify the Registrar of any changes in the situation of the registered office address and office hours
- Records that are not properly managed
- Incorrect year-end reports
- Non-compliance to Companies Act (Cap. 50, Section 411), Companies Regulations
- Substantial shareholder(s)'s failure to disclose interest or changes in interest for the company
- Failure to lodge the Annual Return of the company within one month from the date of holding the Annual General Meeting
- Failure to notify the Registrar of any changes in directors, managers, corporate secretaries, auditors, registered office address, etc. (Cap. 50, Section 142(1), 173)
Who can be a company secretary?
A company secretary is a person appointed to ensure the company maintains compliance with the many statutory requirements – such as maintaining and filing statutory records and returns.
Any natural person who is ordinarily resident in Singapore and who has the requisite knowledge to perform the duties can be a company secretary.
What does a company secretary do?
The company secretary is required to ensure that the company is in compliance with the Companies Acts requirements. These include:
- Change of directors, company secretary, auditors and transfer of shares between shareholders, etc.
- Preparation and submission of the Annual Returns
- Preparing and filing of documents (directors’ resolution, minutes of the general meeting ) and update of changes to ACRA
- Maintaining the register of directors, company secretary, auditors, shareholders and charges
• Issuing share certificates, recording transfers of shares and allotment of shares
- Maintaining the register of members and debenture holders
What kind of secretarial services will be additional?
Non routine secretarial matters will be chargeable on a request basis. Examples include:
- New issuance of shares
- Transfer of shares
- Change of constitution
- Change of directors
- Opening of additional bank accounts
- Change of company name
- Preparation of notices, minutes and other documents pertaining to directors’ and shareholders’ meetings (Extraordinary General Meeting)
- Attending official meetings
When is the due date to hold an AGM and file annual return?
The newly incorporated company is required to hold the first AGM within 18 months from date of incorporation. Thereafter, AGMs must be held once in every calendar year or within 15 months from last AGM date.
For annual return, directors of the companies are required to prepare audited or un-audited financial statement and present the financial statements to AGM within 6 months after the financial year end.
The company secretary is required to file the annual return to ACRA within one month of the date of AGM.
My company was dormant in the last financial year. Do I still need to hold an AGM?
Even if a company was dormant, it is mandatory to hold AGM and file Annual Return.
There was a change in director of my dormant company. Do I need to inform ACRA?
Yes, even if your company was dormant, you are required to notify ACRA for any change of company particulars including change of directors.
Can a director be a company secretary in Singapore?
A director can also hold the position of company secretary only if he is qualified to do so.
What kinds of services are included in the monthly corporate secretarial services fee?
- Providing one qualified person as Secretary of your company as required by Section 171(1A) of the Companies Act.
- Attending to routine secretarial matters of the company such as first board meeting, annual general meeting, custody of common seal, etc.
- Safekeeping, updating, and maintaining registers, notices, minutes book, and other statutory records.
- Preparing and lodging all prescribed forms and requisite documents with the ACRA
- Reminding you of the various statutory compliance dates with ACRA.
When the due date of the company Annual General Meeting (AGM)?
AGM will be required 6 months after the financial year end of the Company. When the AGM is held and the reported after its due date, it will incur penalty from ACRA at $300 per section (https://www.acra.gov.sg/components/wireframes/howToGuidesChapters.aspx ?pageid=1746#1748).
I am busy running the company and I am unable to keep track of the deadlines for AGM and filing of Annual Return. What do I do?
If you have appointed a company secretary, they will be able to advice you on the AGM and Annual Return filing due dates, prepare the necessary documents and minutes for your approval and file the documents with ACRA on the stipulated time.
If you do not have a company secretary, and fail to keep track, ACRA may send you reminders and issue a letter to the local director and invite the director to attend the seminar: Directors Compliance Program (“DCP”) (https://www.acra.gov.sg/ACRA_Academy/).
However, the directors of the company have to ensure that they hold the AGM, prepare the necessary documents and make all Annual Return filings on time.
Does my company require filing of XBRL (Extensible Business Reporting Language) reporting?
XBRL is only compulsory for limited private company (company with corporate shareholder) or insolvent company.
I am not satisfied with my existing service provider. Can I switch to Corporate Services Singapore?
We will be happy to discuss the matters with you and take over the statutory records of your company subject to the termination of your secretarial service with the existing service provider. The process is generally as follows:
- Speak to us
- Receive an instant quote
- Subscribe to the quote
- Inform your existing provider of your intention to terminate and transfer statutory records to kimbocorp
- We will do the necessary filings with ACRA
Add-On Services under kimbocorp’s COMPREHENSIVE Corporate Secretary Plan
- Change of directors, registered office address or company secretary
- Change of bank signatories or auditors
- Change of name
- Change in capital structure
- Transfer of shares
- New issuance of shares
- Preparation of Extraordinary General Meeting (EGM) documents
- Resident director service for 12 months, with S$5,000 refundable deposit required.
- Use of Registered Local Address in Singapore (per month)
- Monthly mails scanning service (per month)
- Mail forwarding or mail collection services
- Application for GST registered company
- First time CPF set up and submission of Form 1/GIRO (one time)
- Compilation of unaudited financial statements (per annum)
- ECI submission, tax computation and filing of Form C-S for simple company (minimum from per annum)
- ECI submission, tax computation and filing of Form C for complex company (minimum from per annum)