A Guide to Filing Company Secretarial Information for Foreign Companies Operating in Singapore
Singapore is a popular destination for foreign companies looking to expand their business operations. As a foreign company operating in Singapore, it is essential to comply with the country’s company secretarial requirements to avoid any legal and regulatory issues. In this guide, we will provide an overview of the company secretarial information that foreign companies need to file in Singapore.
What is Company Secretarial Information?
Company secretarial information refers to the necessary documents and records that a company must maintain and update regularly. This includes information such as the company’s constitution, share capital structure, directors’ and officers’ details, and shareholder information. The purpose of maintaining accurate and up-to-date company secretarial information is to ensure that the company is compliant with Singapore’s Companies Act and other relevant laws and regulations.
What are the Key Company Secretarial Documents that Foreign Companies Need to File in Singapore?
Foreign companies operating in Singapore are required to file the following key company secretarial documents with the Accounting and Corporate Regulatory Authority (ACRA):
- Constitution (Memorandum and Articles of Association): This document outlines the company’s objectives, powers, and rules of governance.
- Register of Directors and Secretaries: This register lists the names and addresses of the company’s directors and secretaries.
- Register of Shareholders: This register lists the names and addresses of the company’s shareholders, as well as the number of shares held by each shareholder.
- Minutes of Meetings: This document records the proceedings of the company’s meetings, including meetings of the board of directors and general meetings of shareholders.
- Resolutions: This document records the decisions made by the company’s meetings, including resolutions passed at general meetings of shareholders and board meetings.
When Do Foreign Companies Need to File Company Secretarial Documents in Singapore?
Foreign companies operating in Singapore are required to file their company secretarial documents with ACRA within specific time frames. The following are some of the key filing deadlines:
- Constitution (Memorandum and Articles of Association): Foreign companies must file their constitution with ACRA within 6 months of incorporation.
- Register of Directors and Secretaries: Foreign companies must file their register of directors and secretaries with ACRA within 1 month of any changes to the register.
- Register of Shareholders: Foreign companies must file their register of shareholders with ACRA within 1 month of any changes to the register.
- Minutes of Meetings and Resolutions: Foreign companies must keep minutes of meetings and resolutions for a minimum of 7 years and make them available for inspection by ACRA and other authorized persons.
What are the Consequences of Failing to File Company Secretarial Documents in Singapore?
Failing to file company secretarial documents in Singapore can have serious consequences, including:
- Fines and Penalties: ACRA can impose fines and penalties on foreign companies that fail to file their company secretarial documents on time.
- Director’s Liability: Directors of foreign companies can be held personally liable for any breaches of the Companies Act and other relevant laws and regulations.
- Striking Off the Company: ACRA can strike off a foreign company from the register if it fails to file its company secretarial documents and comply with other legal and regulatory requirements.
Conclusion
Filing company secretarial information is a critical aspect of doing business in Singapore. Foreign companies operating in Singapore must ensure that they comply with the country’s company secretarial requirements to avoid any legal and regulatory issues. By understanding the key company secretarial documents that need to be filed, the filing deadlines, and the consequences of non-compliance, foreign companies can ensure that they are in compliance with Singapore’s laws and regulations.
FAQs
What is the penalty for late filing of company secretarial documents in Singapore?
ACRA can impose fines of up to SGD 1,000 for late filing of company secretarial documents.
Do foreign companies need to file company secretarial documents in a specific language?
Yes, foreign companies must file their company secretarial documents in English, which is the official language of Singapore.
Can foreign companies file company secretarial documents electronically?
Yes, foreign companies can file company secretarial documents electronically through ACRA’s online portal.
What is the deadline for filing the register of directors and secretaries in Singapore?
Foreign companies must file their register of directors and secretaries with ACRA within 1 month of any changes to the register.
Can foreign companies hire a company secretary to handle their company secretarial requirements in Singapore?
Yes, foreign companies can hire a company secretary to handle their company secretarial requirements in Singapore. However, they must ensure that the company secretary is authorized to act on their behalf.
