Factors to Consider When You Hire a Company Secretary
In Singapore, all types of businesses which include sole proprietorships, partnerships or companies have to observe the strict rules of ACRA (Accounting and Corporate Regulatory Authority). Recently, the rules promulgated by ACRA have been widely extended and modified particularly those pertaining to the companies’ filing requirements and directors’ responsibilities. These requirements are actually not easy as they need a detailed attention in every respect, thus today more and more companies search for the company secretary service available to assist them in following such requirements. With the strict ACRA rules in mind, the companies usually consider some factors when hiring a company secretary.
They especially hire those that have extensive understanding and knowledge of most recent statutory corporate governance as well as compliance requirements. Those that can ensure efficient, effective and specialized care of extraordinary and routine company matters which include incorporation, restructuring, ongoing maintenance, company secretarial advice, corporate governance, dissolution and liquidation.
The company secretary service must be able to assist the companies in the submission of their application for their company name approval online through BizFile and in the incorporation of the companies online which includes their advice concerning corporate secretarial matters regarding the formation of the companies as well as corporate secretarial practice. They must also be able to give advice as well as assist their clients in the transferring of a sole proprietor/partnership business to a private limited company.
In matters pertaining to the establishment of Singapore branches of foreign companies, assisting the companies in the filing and preparation of the documents needed for registration of their branches online through BizFile is also expected of the company secretary service. They can as well become corporate secretarial agents performing tasks related to the compliance of the obligations of the companies’ Singapore branches, yearly accounts filing, liquidation of branches in Singapore or cessation of Singapore branches.
When hiring a company secretary, the companies expect the company secretary to be able to act as a corporate secretarial agent for the Singapore branch and company through its competence in assisting such company in its yearly compliance matters as well as non-routine corporate matters such as:
- attending as well as recording the minutes of the shareholders and board meetings
- preparing shareholders resolutions and board resolutions
- updating and advising the company on its compliance with the rules of the Companies Act and as well as the listing requirement mandated by the respective Exchanges
- filing of audited accounts and Annual Returns
- maintaining private, public-listed and public companies’ statutory records
- changing of share capital structure
- transferring of shares
- changing of managers, directors, company secretaries and auditors
- changing of registered address of the company office
- bank accounts opening and changing of bank signatories
- changing of company name
- modifying the Memorandum and Articles of Association.
The company secretary service is also hired to assist the company in its preparation as well as filing of documents to register an LLP or business name, appointing of the manager, changing registered particulars, terminating of registration, renewing of Certificate of Registration for a business name and yearly declaration as well as accounts for LLP.
The company secretary is expected to assist the company in preparing and filing of documents to set up a Representative Office which includes renewing of registration. Also, it is expected to assist the company in preparing and filing of documents to apply for the name of the company to be struck off from the Register if certain criteria are met by the company.
The availability to assist the company in the filing and preparation of documents to wind up the company through the Members’ Voluntary Liquidation is also required of a company secretary service. It must be able to receive mails on the company’s behalf when the company makes use of its address as the company’s registered office address. It must be able to provide the company a nominee director. On the company’s behalf, it must be able to procure information needed from the ACRA or commercial agencies like credit bureaus as well as search information on details of directors, shareholders, credit rating, business activities, etc. It must also be able to assist the company that employs expatriate staff in its procurement of employment passes as well as dependent passes.