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:

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.

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.

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:

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.

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:

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.

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.

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:

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.

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:

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.