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Learn more about Corporate Secretary in Singapore

At each stage of a company’s life, needs differ and these changes require adaptation. However, the administration and modification of a company can become cumbersome and burdensome, which is why the Singapore Companies Act requires every company to appoint a corporate secretary. The company secretary is responsible for ensuring that the company complies with the relevant laws and regulations. The company secretary also informs the directors of their legal responsibilities to the company. The Companies Code sets out the legal framework within which the secretary and directors must operate. The company secretary is the company’s compliance officer. The Board and the Chairman rely on the corporate secretary to advise them on their legal obligations, corporate governance requirements, compliance with listing rules and the conduct of legally required meetings in a timely and appropriate manner.

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What is a corporate secretary?

Our corporate secretaries are qualified professionals with more than ten years of expertise. Because their high degree of experience is significant, their primary responsibility is to address complex difficulties and cater to the unique demands of your organization. Whenever you want thorough guidance, they take the time to listen to you and recommend a tailored solution to your problem. They can gladly assist you if you want assistance on the business structure or want to examine the ramifications of your actions, for example. The individual who performs corporate secretarial services is in charge of the company’s legal compliance. It refers to creating, managing, and organizing a large number of important papers.

1. AGMs and Board of Directors meetings: Scheduling, organizing, and upholding the essential etiquette at Board Meetings and Annual General Meetings.

2. Registers: Keeping track of registers that need to be updated in response to changes in the firm

3. Filings: Annual returns and company accounts must be filed with the Accounting and Corporate Regulatory Authority (ACRA)

4.Compliance: Identifying the necessity for certain measures, informing the directors or shareholders as needed, and processing these changes in accordance with Singapore law.

We understand the corporate secretarial services that your company requires.

Varied sectors have different requirements: you may need to change the shareholder structure or the address on a regular basis, or you may need the absolute minimum and are trying to save money. Here is a list of industries in Singapore that we assist:

Corporate secretary forSoftware Industry

Because of the abundance of prospects in the software business, startups are selecting Singapore as their home. 50,000 jobs in information and communication technology are predicted to be developed in Singapore during the next several years.

Corporate secretary forRetail Industry

Medical supply businesses, convenience stores, and supermarkets are doing well this time of year, as demand for fresh food and personal hygiene items rises. E-commerce shops are also doing well as a result of contactless purchasing.

Corporate secretary forReal Estate Industry

Singapore is a desirable location for corporate owners and rich individuals from all over the world to invest in real estate. Despite the epidemic, Wing Tai Holdings was able to sell 70% of its 2020 condominium project, The M.

Corporate secretary forManufacture Industry

This year has witnessed development in Singapore’s biomedical manufacturing, precision engineering, and chemical manufacturing sectors. Singapore’s production of these items climbed by 24.2 percent year on year in September 2020.

Corporate secretary forInsurance Industry

Extended health coverage is being offered by industry participants as a way to support the community. In the first half of 2020, weighted single premiums increased by 17% year on year, totaling S$622.9 million. Employment in the biological sciences increased by 4%.

Corporate secretary forHospitality Industry

As more nations signal that the tourist industry will open, revenue in the Hotels category is expected to reach $568 million in 2020, with online sales accounting for 90 percent of total revenue by 2025.

Corporate secretary forHealthcare Industry

The Singaporean medical healthcare industry is anticipated to reach US$29 billion by 2020. Singaporeans are consuming more healthcare services as the population ages, and ailments are being detected sooner.

Corporate secretary forFinancial Industry

Singapore’s financial industry increased by 5.9 percent in the first half of 2020, and the city-state hopes to recruit more global and regional headquarters of financial institutions such as banks from across the world.

Corporate secretary forShipping Industry

With approximately 5,000 marine enterprises in Singapore, including more than 130 multinational shipping organizations, the shipping industry is one of Singapore’s main sectors.

Corporate secretary forPublishing Industry

Singapore has a thriving digital book sector, with the National Library Board claiming 4.2 million digital book downloads. Not bad for a country with a population of only 5.8 million people.

Corporate secretary forTravel Industry

Singapore’s government is awarding S$320 million in “tourist credits” to locals in order to increase local spending on domestic travel by showcasing cafes, shops, hotels, and entertainment venues and boosting domestic tourism and travel.

Corporate secretary forRecruitment Industry

Employers are looking to fill positions in healthcare, education, finance, government, information technology, security, transportation, construction, manufacturing, and insurance. Job seekers are also resorting to recruiting companies to expedite their job placements.

Corporate secretary forE-commerce Industry

Online sales in Singapore are expected to reach S$9.5 billion by 2020. Since the circuit breaker safeguards were implemented, more consumers have purchased things online since it is more convenient and safe.

Corporate secretary forConstruction Industry

The construction industry’s expected demand for 2020 is S$18 billion to $23 billion from planned private sector projects, as well as public sector projects like as residential structures and an expanded transportation infrastructure.

Corporate secretary forEntertainment Industry

Singapore’s E&M spending is predicted to increase by 5.3 percent in 2021. The pandemic is reshaping the entertainment and media industries to deliver content for more distant, virtual, and home-centric consumers.

Corporate secretary forEducation Industry

In Singapore, edtech is growing as parents seek less expensive alternatives to private schools for their children. Singaporean parents pay an average of S$155 – S$255 per month on tuition.

Corporate secretary forFood Industry

The food production business in Singapore is a hidden gem. This industry accounts for 1.1 percent of Singapore’s GDP and employs around 48,000 people.

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How to change company name?

There may be times when the name you chose for your company when it was incorporated no longer suits you or the business. Although you can close the current company and start a new company in Singapore, an application to ACRA to change the name of your company can be much more efficient and less expensive.

For local businesses in Singapore

All changes can only be made online via the ACRA filing portal on the BizFile website. The main form you will use to record changes is the change of company information, including appointment, termination of company officers and auditors.

Step 1: Choose a new business name. Make sure it meets the business name guidelines and is not adopted or too similar to an existing business. If your business name is too similar to another entity’s name, it can cause confusion among customers. In this case, ACRA may order you to change your business name again.

Step 2: Log in to BizFile, complete and submit the “Change of Business Information, Including Appointment/Termination of Business Officers/Auditors” form. You must pay a $15 application fee.

Step 3: If the application is approved, you must pass a special resolution. This resolution must be in writing. In this case, you, as the corporate secretary, will have to propose to the shareholders of your corporation that the special resolution on the name change be passed. At least 75% of the shareholders entitled to vote must collectively agree to the name change resolution.

Step 4: Once you have shareholder approval, file a notice of resolution with ACRA within 14 days of its adoption. In BizFile, access the “Notice of Resolution” form under Service File > Local Business > Make Changes. There is no charge for this process.

Step 5: Receive a Notice of Incorporation from AIDA under your new business name. The name change will take effect from the date the notice is issued.

For foreign businesses in Singapore

If your registered office has changed its name, which would then affect the name of your Singapore branch office, follow these steps to change your foreign company name with ACRA.

Step 1: Login to BizFile, complete and submit the “Change of Foreign Company Information, including Appointment/Termination of Directors/Authorized Representatives” form under eServices File > Foreign Company > Make Changes. Pay an application fee of S$15.

Step 2: If approved, file a “Notice of Business Name Change” with supporting documentation that shows the change in your registered office name. You can find this form in the same section of BizFile, under eServices File > Foreign Company > Make Changes. This operation is free of charge.

Step 3: The documents to be attached in addition to the name change form are:

➤ A copy of the Certificate of Incorporation or Registration, or any similar document from the foreign company registry that shows the name change of your registered office. If the registered office documents are not in English, you must also have them translated by a translator or interpreter certified by the Singapore Court in Singapore.
➤ Have all supporting documents, including translations, notarized by a notary public.

How to change company address?

Under Section 142 of the Companies Act, all companies in Singapore are required to have a valid registered address. All company business will be sent to this address:

Step 1: You must decide on a new registered office address When deciding on a new company address.

Step 2: You must prepare and pass a board resolution for the change of address. This must be in writing.

Step 3: You must decide on a date for a board meeting and inform all directors of the date of the meeting, as well as the proposal to adopt the resolution to change the address of the corporation. At the meeting, more than 50% of the directors of the Board must agree to the resolution for it to be passed. When changing the registered address, you will also need to plan in advance for the relocation of your company.

Step 4: After confirming your company’s new address, you will need to file a “Change of Business Information (Change of Registered Office Address and Office Hours)” transaction with ACRA via the BizFile+ website. This must be done within 14 days from the date of the address change. Any director or corporate secretary of the company may file the request online by logging into the BizFile+ website with the company’s CorpPass account. There is no charge for filing such updates, but there is a penalty of up to $350 for late filing.

You will need to provide your new business address, along with the date of the change, as well as any other supporting documentation, such as the HDB/URA application for your home office. Once you have updated your business address on ACRA, you will not need to notify IRAS separately, as IRAS will update its records based on the information filed with ACRA on a weekly basis.

How to change company director?

➤ You must log in to BizFile and submit the "Change in Foreign Corporation Information, including Appointment/Termination of Directors/Authorized Representatives" form under eServices File > Foreign Corporation.
➤ You must update the AIDA within 30 days of the change, or you may face a late filing penalty.

How to increase the share capital?

A company may, for business reasons, wish to increase its share capital. This process of increasing share capital will increase a company’s equity. A company may increase its share capital in any of the following ways:

Seek approval from the members:

Step 1: Pass a special resolution that is approved by the members.

Step 2: Company officers must make a declaration of solvency which will be valid for 20 days for private companies or 30 days for public companies.

Step 3: Respect a period of time during which the creditors have the possibility to apply to the court if they object to the capital reduction. Creditors must submit their application within 6 weeks of the date on which the special resolution was passed.

Step 4: If a creditor files an objection, the court may issue an order setting aside the resolution.

Step 5: If no objection is filed within 6 weeks of the adoption of the special resolution, you can proceed with the filing of the “Reduction of share capital by special resolution under S78E” transaction via BizFile.

The reduction of capital takes effect once the transaction is successfully registered with ACRA.

Court Order

Step 1: Pass a special resolution that is approved by the members.

Step 2: Seek a court order to approve the reduction. If approved, you must file a “Notice of Court Order for Approval of Reduction of Capital Stock by Special Resolution under Section 78G” within 90 days of the date of the order. The reduction in capital takes effect once the filing is successfully made with ACRA.

How to file the annual return?

Annual Return (AR) is a set of documents that indicate the financial health and status of your company. All companies incorporated in Singapore must file ARs with ACRA.

The main purpose of the AR is to confirm that the data ACRA has on your company is up to date. The items you need to submit are:

➤ Type of business
➤ Business activities
➤ Registered address of the company
➤ Contact information for the company's officers
➤ Details of registered expenses

If the information has changed or is incorrect, you must update the details.

There is no universal annual return filing date, deadlines differ depending on the companies fiscal year end. ACRA expects your annual return to be filed within 7 months of your fiscal year. Keep in mind that it is also true that the AR should be filed within one month after the shareholders sign the resolution approving the financial statements.

How to transfer the company shares?

The transfer of shares in a limited liability company is a procedure where a shareholder sells all or some of his or her shares to a corporation or individual. It must be done in accordance with the company’s articles of incorporation and legal requirements. The documents required to submit a share transfer are as follows:

➤ Written resolutions of the directors (DRIW) to acknowledge the purchase, sale or acceptance of shares and authorize actions related to the process such as the use of the corporate seal, compilation of documents and payment of fees to IRAS.
➤ The instrument of transfer will need to be prepared. This means that both parties to the agreement agree to proceed.
➤ IRAS requires the preparation of the worksheet on the basis of the company's latest accounts.
➤ The transfer of shares involves the reissuance of share certificates (the documents that specify ownership of the shares). The old ones must be surrendered and returned to the company for cancellation for the shares that have been sold before issuing new share certificates to the buyer. The issuance of the stock certificate is authorized by the affixing of the common seal of the corporation.

To effect a legal transfer of shares, a company secretary must also update the company’s records and inform ACRA of the transaction.

ACRA is the accounting and corporate regulator and collects information on the transfer of shares. IRAS stands for “Inland Revenue Authority of Singapore”, it collects the corresponding fees.

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