As a company incorporated in Singapore, it is essential to understand the company secretarial obligations and the penalties for non-compliance. Failure to comply with these obligations can result in severe consequences, including fines, penalties, and even the striking off of the company from the register.
In this article, we will explore the company secretarial obligations in Singapore, the penalties for non-compliance, and provide guidance on how to stay compliant.
Company Secretarial Obligations in Singapore
As a company incorporated in Singapore, you are required to comply with various company secretarial obligations. These obligations include:
- Keeping and maintaining accurate and up-to-date records, including the company’s constitution, register of members, register of directors, and register of secretaries.
- Filing annual returns with the Accounting and Corporate Regulatory Authority (ACRA) within the prescribed timeframe.
- Conducting annual general meetings (AGMs) and extraordinary general meetings (EGMs) as required by the Companies Act.
- Providing notice to the ACRA of any changes to the company’s constitution, directors, or secretaries.
- Complying with the requirements for the appointment and resignation of directors and secretaries.
- Complying with the requirements for the issue and transfer of shares.
These obligations are in place to ensure that companies are transparent, accountable, and compliant with the laws and regulations of Singapore.
Penalties for Non-Compliance
Failure to comply with the company secretarial obligations in Singapore can result in severe penalties, including:
- Fines: The ACRA can impose fines of up to SGD 5,000 for each offence.
- Penalties: The ACRA can impose penalties of up to SGD 10,000 for each offence.
- Striking off: The ACRA can strike off the company from the register if it fails to comply with the obligations and does not take steps to rectify the situation.
- Director’s liability: Directors who fail to comply with the obligations can be held personally liable for the company’s debts and liabilities.
It is essential to note that the penalties for non-compliance can be severe, and it is crucial to take steps to ensure compliance with the company secretarial obligations.
How to Stay Compliant
To stay compliant with the company secretarial obligations in Singapore, you should:
- Keep accurate and up-to-date records.
- Filing annual returns with the ACRA within the prescribed timeframe.
- Conduct annual general meetings (AGMs) and extraordinary general meetings (EGMs) as required by the Companies Act.
- Provide notice to the ACRA of any changes to the company’s constitution, directors, or secretaries.
- Comply with the requirements for the appointment and resignation of directors and secretaries.
- Comply with the requirements for the issue and transfer of shares.
You should also consider engaging a professional company secretary to assist with the company secretarial obligations. A company secretary can provide guidance and support to ensure compliance with the obligations and help to avoid penalties for non-compliance.
Conclusion
In conclusion, company secretarial obligations in Singapore are in place to ensure that companies are transparent, accountable, and compliant with the laws and regulations of Singapore. Failure to comply with these obligations can result in severe penalties, including fines, penalties, and even the striking off of the company from the register. It is essential to take steps to ensure compliance with the company secretarial obligations and to engage a professional company secretary to assist with the obligations.
FAQs
Q: What are the company secretarial obligations in Singapore?
A: The company secretarial obligations in Singapore include keeping and maintaining accurate and up-to-date records, filing annual returns with the ACRA, conducting annual general meetings (AGMs) and extraordinary general meetings (EGMs), providing notice to the ACRA of any changes to the company’s constitution, directors, or secretaries, complying with the requirements for the appointment and resignation of directors and secretaries, and complying with the requirements for the issue and transfer of shares.
Q: What are the penalties for non-compliance with the company secretarial obligations in Singapore?
A: The penalties for non-compliance with the company secretarial obligations in Singapore include fines of up to SGD 5,000 for each offence, penalties of up to SGD 10,000 for each offence, striking off the company from the register, and director’s liability for the company’s debts and liabilities.
Q: How can I stay compliant with the company secretarial obligations in Singapore?
A: You can stay compliant with the company secretarial obligations in Singapore by keeping accurate and up-to-date records, filing annual returns with the ACRA within the prescribed timeframe, conducting annual general meetings (AGMs) and extraordinary general meetings (EGMs) as required by the Companies Act, providing notice to the ACRA of any changes to the company’s constitution, directors, or secretaries, complying with the requirements for the appointment and resignation of directors and secretaries, and complying with the requirements for the issue and transfer of shares. You can also consider engaging a professional company secretary to assist with the company secretarial obligations.
Q: What is the role of a company secretary in Singapore?
A: A company secretary in Singapore is responsible for ensuring compliance with the company secretarial obligations, including keeping and maintaining accurate and up-to-date records, filing annual returns with the ACRA, conducting annual general meetings (AGMs) and extraordinary general meetings (EGMs), providing notice to the ACRA of any changes to the company’s constitution, directors, or secretaries, and complying with the requirements for the appointment and resignation of directors and secretaries. A company secretary can provide guidance and support to ensure compliance with the obligations and help to avoid penalties for non-compliance.
