Month: December 2022

Corporate Secretarial is regarded as an important function in every limited company, be it a one-man company or a multinational company. The Company Secretary plays an important role which could be in administrative, finance, legal and/or compliance, depending on the requirements of each company.  This role is sometimes referred to as the “backbone” of a company.

In Singapore, 80 percent of limited companies will engage an outsourced company secretary to manage their compliance requirements with the Accounting and Corporate Regulatory Authority (“ACRA”). The Singapore Companies Act, Chapter 50 mandates that a limited company must appoint a company secretary within 6 months from the inception of the company and this appointment must not be left vacant for more than 6 months.

Role of a Company Secretary

Company Secretaries are officers of a company. They are responsible for many aspects of compliance requirements of the company. They are the “advisors” of the Chairman of the Board and the Board of Directors. They keep the Board up to date on compliance requirements and hold an administrative role on timeline for annual filing and holding of annual general meetings besides organising and attending board meetings and executive committee meetings.

A natural person who is a Singapore resident (i.e. a Singapore citizen, a Singapore permanent resident or a holder of valid work pass) over the age of 18 is eligible to serve as a company secretary for a private limited company in Singapore.

Competency in carrying out statutory duties as a company secretary has always been a concern for many private limited companies and business owners. Wise business owners would prefer a qualified and experienced company secretary so that they could focus on what they do best to bring revenue for their companies and trust the company secretary to carry their duties.

Key Responsibilities of a Company Secretary:

The company secretary usually carries out the following tasks:

• Maintain the company’s registers and minute books.
• Administer directors’ and shareholders’ meetings, attend and record minutes of meetings.
• Provide advisory or assistance to the Chairman of the meeting.
• Monitor and manage the timeline for annual return filing dates and any other deadlines on the filing with ACRA.
• Provide the company with advice about and take care of the necessary electronic filings with the ACRA for internal corporate changes within deadlines specified by the ACRA.
• Ensure the corporate seal is kept safely and used appropriately, if applicable.
• Inform the Board of Directors on any pertinent statutory regulation changes.
• Function as a link between the company and the appropriate authority in relation to the demands of the business, such as ACRA, the Stock Exchange, and the Singapore Inland Revenue Authority.

Corporate Services

The following are subject to corporate secretarial services fees:

1. Corporate Secretarial Services / Corp Sec Services:

• Company Incorporation
• Corporate Secretary Service
• Resident Director Nominee
• Registered Office Address
• Company Striking Off
• Change of Registered Office Address and Business Hours
• Convert Sole Proprietorship to Private Limited Company
• Convert a Limited Liability Partnership to a Private Limited Company
• AGM and submitting an annual report to ACRA
• Extension of Time to Hold AGM and/or to File Annual Return
• Change of Financial Year End
• Update of Paid-up Capital
• Change of Company Name
• Making of Common Seal
• Change of Business Activities
• Approval of Directors’ Fees at General Meeting
• Directorship changes
• Appointment of first Auditors
• Change of Auditors
• Shares Transfer
• Shares Allotment
• Update of shareholder information
• Change of Company Secretary
• Change of the location of the Members Register
• Update of nominee directors, nominee shareholders, registrable controllers and beneficial owners
• Register the Use of Alternate Address.
• Attendance of Company Secretary or Representative at the meeting

2. Regulatory or Statutory Requirements Documents for Corporations:

• The updating of the Data Protection Officer with ACRA
• Amendments of the Company’s Constitution
• Preparation of Papers for Board Meetings, Committees Meetings, AGM or EGM
• Minutes recording
• Drafting of Board Resolutions
• Drafting of Shareholders’ Resolutions
• Declaration of Interim or Final Dividends
• Updating the Controllers’ Register with ACRA
• AGM for Private Limited Company approves director fees
• Certifying Companies’ Official Documents

3. Accounting Services:

• Bookkeeping
• Setting Up Accounting System
• Compilation of unaudited financial statements

4. Corporate Tax Services:

• Tax Computation
• Estimated Chargeable Income
• Tax Return Filing with IRAS

5. Personal Income Tax:

• Personal Tax Computation and Filing

With this, we hope that it has given you an insight of why it is important to outsource corporate secretarial services.

Stated with the breakdown of corporate secretarial services fees, we encourage you to engage the services!

Wise Words

A wise decision will go a long way and will always save you precious time and from unnecessary pain.

Our existing clients are our best testimonials. Please feel free to talk to any of our clients and you will know they are wise.

Finding reliable information about “How to start a business in Singapore or Company Registration in Singapore for Foreigners”? It is simple and straightforward to register a company in Singapore as a foreigner. If you have no idea on setting up your company, you may look for a service provider on this.

There are some reasons prompted foreigners to register a company in Singapore, for example:

• Singapore’s Top Financial Hub Status,
• Reliable IP Protection;
• A Vibrant and Growing economy
• A Business-Friendly Regulatory Environment; and
• A Very Favorable Corporate Taxation Framework.

Below, we will run through the few conditions for company registration in Singapore for foreigners.

Conditions of Incorporating a Company in Singapore

The following conditions must be met for the incorporation of Company in Singapore:

• At least one shareholder, who may be an individual or a company.
• At least one local resident director, who must be a Singapore Citizen or Singapore Permanent Resident.
• A physical registered office address in Singapore (PO Boxes are prohibited).
• A minimum paid-up capital of S$1 or its equivalent in any other major international currency.
• Appoint a company secretary who is a resident of Singapore.

A foreign businessperson can establish a company in Singapore by:

• Moving here on a work pass or
• Using a nominee resident director service.

Incorporate a Singapore Company with an Employment Pass (“EP”)

You are eligible for an EP if you met the following: –

• At least $5,000 of fixed monthly salary (Except for sector under financial services is $5,500).
• Offered a job in Singapore.
• Have qualified educational.
• Working in executive or managerial level.

The application of EP must be made by employer or authorised third party instead of the candidate. Additionally, if the employer is based in overseas without a Singapore address as the registered office:

• You can apply on your behalf through a local sponsor which is a company registered in Singapore.
• The application must be submitted by the local sponsor.

EP holder can be the sole shareholder (i.e.100% ownership) of the company but could not be the local director. Hence, they must appoint a local director who is residence in Singapore. However, they can only be appointed as the director if their employment is under this company. Alternatively, they can be appointed as the company director if they get the approval from Ministry of Manpower (“MOM”) and their existing employer.

Incorporate a Singapore company with an EntrePass

In Singapore, a foreign businessperson can apply an Entrepreneur Pass (EntrePass) with MOM if they wish to conduct business and establish a firm.

Businessperson from all nationalities or citizenships who fulfil the following requirements are eligible to apply for an EntrePass for the incorporation of company in Singapore:

• Owned or intend to register a private limited company with Accounting and Corporate Regulatory Authority (“ACRA”). If the company has registered, you will have 6 months to apply the pass. However, you may apply first before register a company.
• As an entrepreneur, inventor, or investor, you must satisfy any of the following innovative requirements:

Entrepreneur

• Your business has raised at least $100,000 from a venture capitalist (VC), business angel, or a government investment vehicle that recognised by a Singaporean Government agency.
• Your business is currently being incubated at one of the accelerators or incubators that is recognised by Singapore Government.
• Has business experience and record for entrepreneurial with meeting all the following: –
  • Sold a tech company
  • Raised significant fund for current or past venture
  • Being or have been incubated
  • Know well on how to grow your proposed business in Singapore

Innovator

Holds an Intellectual property (IP) by you or your business with meeting the following: –

• Registered under and authorized national IP organization
• Bring out benefits to your business
• The company itself or its shareholder must be the IP’s owner

A research institution under the Agency for Science, Technology and Research (A*STAR), an Institute of Higher Learning (IHL) in Singapore has collaborated with your business. The following requirement must be fulfilled:

• It must be related to your business
• Get the verify details from the contact person
• Must involve
• Contract of services is not considered
• Has achievements in the area relating to your business

Investor

Having a good tracking of investments in the businesses and willing to expand them. The only requirement is willing to invest and can provide documents to proof that you have any one of the following:

• A strong track record of investing in highly scalable businesses.
• Periodic plans to invest in other local tech startups
• A senior role in a big firm with at least 8years of experience that able to scale up local innovative or tech startups.

However, An EntrePass Holder is not Eligible for the Following Businesses:

• Coffee shops, hawker centres, food courts.
• Bars, night clubs, karaoke lounges.
• Foot reflexology, massage parlours.
• Acupuncture, traditional Chinese medicine, herbal dispensing businesses.
• Employment agencies.
• Geomancy business.

Incorporate a Singapore Company with a Nominee Director.

Another option for a foreigner to register a company in Singapore is engage a nominee director. Nominee director is a Singapore local resident (i.e. Singapore Citizen, Singapore Permanent Resident, EntrePass Holder) who is not a disqualified person that will be acting on the behalf of the company’s owner.

Even is a nominee director, he/she is required to perform their roles and responsibilities in the company. In the event if they are failed to meet any of the compliance, they will also be liable due to the negligence.

If you could not find a local person to act as the local director, you may seek for a service provider.