Singapore Corporate Secretary Services

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Singapore Corporate Secretary Services2023-08-22T18:38:59+08:00

Key Note

Stay compliant after your company incorporation when you choose our company secretary services in Singapore. Put the worries of breaking the laws or missing important deadlines to one side and let us be your compliance guide aligned to ACRA regulations.

A reliable and efficient corporate secretary is crucial for the smooth operation and compliance of any business in Singapore. At Paul Hype Page, we understand the importance of this role and offer top-notch corporate secretary services tailored to meet your specific needs. Our team of experienced professionals is dedicated to providing comprehensive support and ensuring your company’s compliance with all regulatory requirements.

What You Need to Know About Singapore Company Secretary

Did you know that it is mandatory for every Singapore company to appoint a company secretary within 6 months from the date of incorporation according to the Companies Act?

A company secretary is a legal requirement for businesses in Singapore, responsible for ensuring compliance with corporate laws and regulations. They maintain statutory registers, file annual returns, and organize board and shareholders’ meetings. Company secretaries possess extensive knowledge of Singapore’s corporate landscape and provide advisory support on governance best practices. They handle confidential information with professionalism and uphold the highest standards of integrity. Choosing a reputable corporate services provider ensures your company secretary possesses the expertise to fulfil these responsibilities and support your business needs.

Your options are to hire and train an in-house secretary or get company secretary services from outsourcing companies. The latter is more convenient if you have no prior experience with secretarial work and will find it difficult to train an in-house secretary.

Here are some important notes for you regarding corporate secretarial in Singapore.

Role of a company secretary in Singapore can only be vacant for a maximum period of 6 months.

Must be a Singapore Citizen, Singapore PR, or Singapore Employment Pass Holder.

A sole director or shareholder cannot be assigned as a company secretary.

A local resident company director can only be appointed as a company secretary if the company has more than one director.

Sole proprietorship or limited liability partnerships do not require a company secretary.

Public companies require a professional qualified secretary.

Private limited companies do not require a professional qualified secretary.

Roles and Responsibilities of a Singapore Company Secretary

The company secretary is an officer of the company, an advisor to the board, the main liaison between the shareholders and directors, and the main compliance officer.

1: Administrative role to the company

The is the primary role of a company secretary. As the critical business logic- contracting, clearing, settling, and record-keeping tasks that are foundational to all forms of business.

This includes the following:

  • Ensuring company compliance with ACRA (board meetings, AGMs, EGMs, ARs, updated registries and company information, etc.)
  • Compliance with IRAS (stamp duties, tax filing deadlines etc.)
  • Administrative tasks from changes in shareholdings, directorship, company profile etc.
  • Some may provide assistance on operational matters like how to open a bank account, do you need a license to operate etc.

2: Advisory role to the directors

As a precursor to a company secretary’s administrative role, he/she advises company directors on how to fulfil their statutory duties and remain compliant with the Singapore Companies Act.

This includes the following:

  • Providing guidance on proper corporate governance and ethical business practices
  • Advisory on directors’ duties in relation to financial reporting to ACRA
  • When to prepare for annual compliance filings (AGM, AR, Tax etc) to avoid late submission
  • How to introduce new directors and shareholders

3: Liaison-role to the shareholders

The company secretary is the first point of contact for shareholders who wish to communicate with the company and should maintain regular contact with the shareholders to ensure that their interests are heard by the board of directors.

4: Fiduciary role to the company

In the case of negligence or breach of fiduciary duties, the company secretary can be held liable. Serving in the best interest of the company, company secretaries are expected to:

  • Ensure there is no conflict of interest with the company.
  • Not act beyond the authority provided by law.
  • Carry out their duties with care and diligence.
  • Not make any secret profit in the course of carrying out their functions.
  • Not reveal confidential information or trade secrets of the company.

Check Your AGM & Annual Filing Due Date

Enter your company name to generate the dates for your AGM and annual filing.

Name:
UEN:
Annual Return:
Annual General Meeting:
  • Current year AGM due date:
  • Current year Annual filing due date:

Duties of a Company Secretary in Singapore

Run your business seamlessly with our dedicated company secretary assigned to your business. Our Singapore company secretary service empowers you to keep your mind focus on growing your business. Our Singapore company secretary services include:

  • Annual General Meetings (AGM)
  • General Meetings
  • General Compliance
  • Statutory Returns
  • Report & Accounts
  • Share Registration
  • Shareholder Communication
  • Shareholder Monitoring
  • Share & Capital Issues, Transfers & Restructuring
  • Company Seal
  • ACRA Compliance Alerts & Reminders
Singapore Corporate Secretary Guidelines

Here are other duties of a company secretary in Singapore:

At least one of those secretaries shall be present at the registered office of the company by himself or his agent or clerk on the days and at the hours during which the registered office is to be accessible to the public.

ACRA related filings including filing notices of appointment, removal, and resignation of directors, CEOs, company secretary or auditors, preparing and filing annual return filings, filing changes in company name, share capital etc.

Maintaining statutory registers including register of, Substantial Shareholders, Company Charges, Directors, Secretaries, CEOs and Auditors, Nominee Directors, Directors’ Interests in Shares and Debentures, Controllers, Debenture Holders.

Annual general meetings, prepare and distribute necessary documents, prepare and distribute financial reports, record meeting minutes, prepare board resolutions, certify copies of minutes etc.

Other duties including ensuring the safe custody and proper use of the company seal, certifying true copies of documents etc.

Powers of a Company Secretary in Singapore

The powers of the company secretary lie in their signature as certification of documents. Since the company secretary is recognised as the key person who maintains the records of the company, certification of company documents by the company secretary is generally accepted.

The powers are limited in a way that the company secretary’s signature can be replaced by other lawyers, accountants, or the company director. Otherwise, the certification procedure would require joint signatures of both director and company secretary.

Situations where a company secretary’s signature is required:

Bank Account Opening

The bank would require a certified copy of the company’s resolution, usually jointly signed by a director and company secretary.

Obtaining Bank Loans

Officers will require certification of company documents such as a constitution or resolution and affixing of the common seal.

Annual Statutory Audit

Auditors will request company secretaries to certify the records of a company’s minutes book for their annual statutory audits.

How Company Secretary Services Can Help You

  1. Company secretary services are outsource support services offered by experienced firms. This means that the secretary they will deploy to your office is already well-rounded on secretarial duties and can assist you or your team on the admin tasks and other areas where his or her service is needed.
  2. One of the key advantages of hiring company secretary services is the tax incentives. Since outsourced secretaries are not considered part of your company, you will not have to shoulder the tax that comes from having them onboard.
  3. Most companies offering company secretary services offer stability when it comes to filling in the role. Unlike hiring an inhouse secretary that may, at some point, file leave for a longer period, outsourcing your secretary will mean that the post will not be vacant. If the deployed secretary will not be able to work for a couple of days, the firm will likely send a substitute.

Procedure to Appoint and Remove a Company Secretary

When you dedicate to engage company secretary services, the procedure to officially appoint the new corporate secretary and remove the existing one is as follows:

– Procedure to Appoint a Company Secretary –

Step 1:

The secretary or secretaries shall be appointed by the directors.

Step 2:

Company secretary to complete Form 45B, a consent to act as a secretary.

Step 3:

The company to file an appointment of company secretary with ACRA via BizFile.

– Procedure to Appoint a New Company Secretary –

Step 1: Resignation of Company Secretary

Resigning company secretary must submit a resignation letter.

Step 2: Board Resolution and Appointment

The board of directors must pass a board resolution accepting the resignation and removing the company secretary from their position. The resolution should be documented in the meeting minutes, specifying the name and details of the appointed individual as the company secretary.

Step 3: Consent and Declaration

Obtain the consent of the appointed company secretary. The individual must provide a declaration stating that they are qualified to act as a company secretary and fulfill the required eligibility criteria. This declaration can be in the form of a consent letter or an acceptance letter from the appointed company secretary.

Step 4: Notification to ACRA

The company must file a cessation of company secretary with ACRA via BizFile within 14 days of the resignation. The notification can be done through the online filing system, BizFile, by submitting the relevant forms and supporting documents. The forms required include Form 45B – for consent to act as company secretary.

Step 5: Update Company Registers

Update the company’s statutory registers to reflect the appointment of the company secretary. This includes maintaining the register of directors, the register of secretaries, and any other relevant registers as required by the Companies Act.

Step 6: Compliance with Ongoing Responsibilities

Ensure that the appointed company secretary understands their ongoing responsibilities, such as maintaining statutory records, filing annual returns, facilitating corporate governance practices, and assisting with compliance requirements. Provide them with the necessary access to company documents and systems to fulfill their duties effectively.

Your Questions, Answered

We’ve handpicked the top questions that we get asked a lot when it comes to company secretary in Singapore.

What happens if I don’t have a company secretary?2022-11-07T13:31:59+08:00

  1. High possibility of enforcement actions due to late filing submissions

There will be late lodgement fee and court prosecution against companies and directors for annual return filing breaches. If the company has a history of not holding the Annual General Meeting (AGM) and not filing the annual return (AR) or compounded multiple breaches before, directors are prosecuted in court.

Requirements Type of Breach Imposed against Penalty
Section 197 The AR is lodged late Company $300 with a minimum composition sum of $500
  1. Other types of penalizing actions directors have high exposure to:

Failing to provide updated information to stakeholders;

Not calling for an extraordinary general meeting after the passage of any resolution etc

What are the legal requirements when appointing a Singapore company secretary for their services?2022-11-07T13:30:45+08:00

Quoted from Section 171 (1AA) of the Singapore Companies Act and The Accounting and Corporate Regulatory Authority (ACRA), here are key takeaways:

1. It shall be the duty of the directors of a company to take all reasonable steps to secure that each secretary of the company is a person who appears to them to have the requisite knowledge and experience to discharge the functions of secretary of the company.

2. A company must appoint a secretary within 6 months from its date of incorporation. A company secretary must be:

• A natural person;
• Local resident in Singapore (Singapore citizens, Singapore Permanent Residents (PR) and foreigners holding specific work visas).

3. Private limited companies need not appoint a professionally qualified secretary. Only public companies must appoint a professionally qualified secretary (e.g. lawyers, accountants and chartered secretaries).

4. Every company shall have one or more secretaries

Attention: The above 2 clauses allow persons who are not familiar with the Singapore Companies Act to act as company secretaries. Consequently, company secretary duties are not performed in entirety. Penalties incurred from late filing of AGMs and ARs, changes in company information are not updated in ACRA accordingly, proper registries are not maintained, etc.

This might affect certain operational procedures like providing inaccurate information to banks when applying for loans.

Thus, it is highly encouraged to hire a qualified service provider to act as the company secretary.

5. The position of company secretary must not be left vacant for more than 6 months.

6. Where a director is the sole director of a company, he shall not act or be appointed as the secretary of the company.

Can I have more than company secretary in Singapore?2022-11-07T13:29:02+08:00

Yes, Singapore companies may appoint more than one company secretary if required. There is no mention in the Companies Act that prohibits the number of company secretaries allowed.

The possible reasons why some companies hire multiple company secretaries are that the corporate secretarial workload may be too many for one to complete or if there is an urgent requirement for all the corporate secretarial tasks to be completed by a certain deadline.

What does a corporate secretary in Singapore do?2022-06-27T12:00:13+08:00

The role of a company secretary is crucial as they perform important tasks for the company, the directors, and shareholders. They help companies by:

• Fulfilling of all statutory obligations
• Practicing of proper corporate governance
• Protecting of the company’s corporate interests
• Advising directors on important business matters
• Providing any necessary practical support

Occasionally, they would share relevant information with the company’s directors, assisting them to be more active and engaged during board meetings.

How much does a company secretary cost in Singapore?2022-06-27T11:59:36+08:00

The cost of a company secretary in Singapore is $600 if you engage us as an existing client.

Who can be a professionally qualified company secretary in Singapore?2022-06-27T11:59:08+08:00

Professionally qualified corporate secretaries must fulfil at least one of the following criteria:
• 3 – 5 years’ experience as a Company Secretary
• Qualified person under the Legal Profession Act
• Public accountant under the Accounts Act
• Member of the Singapore Institute of Certified Public Accountants
• Member of the Singapore Association of the Institute of Chartered Secretaries and Administrators (SAICSA)
• Member of the local branch of Association of International Accountants
• Member of the Institute of Company Accountants Singapore

What to consider when hiring a company secretary in Singapore?2022-06-27T11:58:20+08:00

A company secretary in Singapore should:

• Be well-versed with Singapore company law – Singapore Companies Act and ACRA
• Possess appropriate qualification and experience – Up to date towards recent statutory corporate governance and compliance requirements.
• Have adequate organisation and administrative skills – Handling of company’s official documents and registers, filing matters, and are responsible to file any statutory changes and updates of changes in capital share structure and many others.
• Possess financial analytics skills – It comes handy in supervising the company’s share allotments, reviewing the financial statements and reports, as well as vetting the tax assessments.

Which Companies Do Not Require a Company Secretary?2021-07-14T12:00:05+08:00

In Singapore, every company is legally obligated to have a company secretary. The decision about who is to be appointed as the company secretary is to be made by the board of directors.

Can a Shareholder or a Director of a Company be the Company Secretary?2021-07-14T11:59:20+08:00

Yes, both a Shareholder or a Director of a Company can be the Company Secretary. However, note that where a director is the sole director of a company, he shall not be the secretary of the company.

Is a PR allowed to serve as a Company Secretary in Singapore?2021-07-14T11:58:43+08:00

Yes, a PR is allowed to serve as a company secretary in Singapore.

Can My Foreign Company Secretary act as Secretary for My Singapore Company?2021-07-14T11:58:03+08:00

No, unless your foreign company secretary is a natural person who is a local resident in Singapore.

Is a Foreigner Allowed to Serve as a Company Secretary?2021-07-14T11:57:01+08:00

Yes, with exceptions. Only foreigners with the following passes are allowed to serve as company secretary:

  • Permanent resident of Singapore
  • Entrepreneur Pass (EntrePass)

Tips: In certain cases, Employment Pass (EP) and Personalised Employment Pass (PEP) holders with a local residential address in Singapore can be considered a local resident.

Is a Company owner allowed to Serve as its Company Secretary?2021-07-14T11:55:43+08:00

Yes, the company owner can serve as the company secretary. However, the company owner should NOT be the only director.

Does a Charity need a Company Secretary?2021-07-14T11:54:55+08:00

Do note that you will still need a company secretary for any type of non-profit organizations and every company is obligated to appoint a secretary within 6 months after the incorporation.

Singapore Company Secretary & Legal Articles

Equip yourself with business knowledge to ensure that you engage the right company secretary for your business and how you can stay compliant with Singapore Companies Act

Business Reporting For Singapore Companies With ACRA

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What Happens if Directors in Singapore Breach Their Duty?

What Happens if Directors in Singapore Breach Their Duty?

Why Appoint Us as Your Singapore Company Secretary?

At Paul Hype Page, we recognize that every business is unique, and we tailor our corporate secretary services to fit your specific requirements. Whether you’re a small start-up or a multinational corporation, our dedicated team will work closely with you to provide the highest level of service, ensuring your company’s compliance and peace of mind.

1. Local and Dedicated Expertise

Paul Hype Page boasts a team of dedicated experts with more than 13 years of experience in the industry. Their in-depth knowledge of Singapore’s corporate laws, regulations, and compliance standards ensures that you receive professional and reliable support tailored to your specific needs.

2. Reliability in Meeting Deadlines

At Paul Hype Page, we understand the importance of timely compliance. With our commitment to excellence, we take pride in never missing any deadlines. You can trust us to handle your company’s secretarial matters promptly and efficiently, giving you peace of mind and avoiding any potential penalties or legal issues.

3. 24/7 Access via Digital Platform

We provide you with convenient and seamless access to our services through our digital platform. Whether you need to submit documents, access important information, or communicate with our team, our platform is available to you 24/7, allowing for flexibility and convenience.

4. Comprehensive Range of Services

Paul Hype Page offers a comprehensive range of company secretary services to meet your specific requirements. From initial company incorporation and setup to ongoing compliance, we provide end-to-end support, ensuring that all your company’s secretarial needs are handled professionally and efficiently.

5. Client-Centric Approach

We prioritize the needs and satisfaction of our clients. Our team is committed to providing personalized attention and support, understanding your unique business requirements, and delivering tailored solutions. We strive to build long-term relationships with our clients based on trust, transparency, and exceptional service.