Singapore Company Secretarial Requirements: A Guide to Filing and Compliance

In Singapore, company secretarial requirements are governed by the Companies Act and the Companies Act (Amendment) Act 2020, which came into force on 31 March 2022. As a company secretary is responsible for ensuring compliance with these requirements, it is essential for companies to have a thorough understanding of the secretarial requirements.

Filing Requirements

Companies must file various documents with the Accounting and Corporate Regulatory Authority (ACRA) throughout their lifespan. These documents include:

  • Memorandum and Articles of Association (MOA): This document sets out the company’s structure, rights, and obligations.

  • Annual Return (AR): This document provides information about the company’s financial year, including its financial statements and changes to its share capital.

  • Notice of Change of Directors or Shareholders: This document is used to notify ACRA of changes to the company’s directors or shareholders.

  • Certificate of Incorporation: This document is issued by ACRA upon the company’s incorporation and provides information about the company’s registration.

Companies must also file other documents, such as changes to the company’s address, changes to its name, and dissolution of the company.

Compliance Requirements

Companies must also comply with various requirements, including:

  • Maintaining a registered office: Companies must maintain a registered office in Singapore and provide its address to ACRA.

  • Keeping accurate books and records: Companies must maintain accurate books and records, including financial statements, share registers, and minutes of meetings.

  • Conducting annual general meetings: Companies must hold an annual general meeting (AGM) to discuss the company’s financial statements and other matters.

  • Complying with corporate governance requirements: Companies must comply with corporate governance requirements, including the composition of the board of directors and the role of the company secretary.

Failure to comply with these requirements can result in penalties, fines, and even deregistration of the company.

Role of the Company Secretary

The company secretary plays a critical role in ensuring the company’s compliance with secretarial requirements. The company secretary is responsible for:

  • Preparing and filing documents with ACRA.

  • Conducting board and general meetings.

  • Maintaining the company’s books and records.

  • Advising the board of directors on corporate governance matters.

The company secretary is also responsible for ensuring that the company complies with corporate governance requirements and that the company’s constitutional documents are up to date.

Conclusion

In conclusion, company secretarial requirements in Singapore are complex and demanding. It is essential for companies to have a thorough understanding of these requirements and to ensure that they are complied with throughout their lifespan. The company secretary plays a critical role in ensuring compliance and must be knowledgeable about the Companies Act and the Companies Act (Amendment) Act 2020.

FAQs

Q: What is the role of a company secretary in Singapore?

A: The company secretary is responsible for ensuring the company’s compliance with secretarial requirements, including filing documents with ACRA, conducting board and general meetings, and maintaining the company’s books and records.

Q: What are the filing requirements for a Singapore company?

A: Companies must file various documents with ACRA, including the Memorandum and Articles of Association, Annual Return, Notice of Change of Directors or Shareholders, and Certificate of Incorporation.

Q: What are the consequences of non-compliance with secretarial requirements?

A: Failure to comply with secretarial requirements can result in penalties, fines, and even deregistration of the company.

Q: How often must a Singapore company hold an annual general meeting?

A: Companies must hold an annual general meeting (AGM) to discuss the company’s financial statements and other matters.

Q: What is the role of the company secretary in corporate governance?

A: The company secretary is responsible for advising the board of directors on corporate governance matters and ensuring that the company complies with corporate governance requirements.