Singapore Company Secretarial Compliance: A Timeline of Key Tasks and Responsibilities for Directors and Shareholders
In Singapore, company secretarial compliance is a crucial aspect of corporate governance that requires directors and shareholders to adhere to specific laws, regulations, and guidelines. Failure to comply can result in severe penalties, fines, and even criminal prosecution. In this article, we will provide a comprehensive timeline of key tasks and responsibilities for directors and shareholders to ensure compliance with Singapore company secretarial requirements.
Pre- Incorporation
Before incorporating a company in Singapore, the following tasks must be completed:
- Choose a unique company name and ensure it is not already registered with the Accounting and Corporate Regulatory Authority (ACRA).
- Appoint at least one director who is a natural person and a resident in Singapore.
- Appoint a company secretary who is a natural person and a resident in Singapore.
- Decide on the company’s authorized share capital and issue share certificates to the shareholders.
Incorporation
After incorporation, the following tasks must be completed:
- File the Memorandum and Articles of Association with ACRA within 6 months from the date of incorporation.
- Appoint a company auditor within 3 months from the date of incorporation.
- Open a corporate bank account and deposit the minimum paid-up capital of SGD 1,000.
- Obtain a unique company registration number (CRN) from ACRA.
Annual Compliance
Every year, the following tasks must be completed:
- File the Annual Return with ACRA within 30 days from the anniversary of the company’s incorporation date.
- Hold an Annual General Meeting (AGM) within 18 months from the date of incorporation or within 15 months from the date of the previous AGM.
- Prepare and submit the audited financial statements to ACRA and the shareholders.
- Pay the annual fees to ACRA.
Change of Directors and Shareholders
When there is a change in directors or shareholders, the following tasks must be completed:
- File the Notice of Change of Director or Shareholder with ACRA within 14 days from the date of the change.
- Update the company’s records and share certificates to reflect the change.
- Obtain the written consent of the new director or shareholder.
Winding Up
When a company is wound up, the following tasks must be completed:
- File the Notice of Winding Up with ACRA within 7 days from the date of the winding up order.
- Hold a Liquidation Meeting and distribute the assets to the creditors and shareholders.
- File the Final Accounts and Liquidation Report with ACRA within 3 months from the date of the winding up order.
Conclusion
In conclusion, company secretarial compliance is a critical aspect of corporate governance in Singapore. Directors and shareholders must ensure that they comply with the relevant laws, regulations, and guidelines to avoid penalties, fines, and even criminal prosecution. By understanding the key tasks and responsibilities outlined in this article, directors and shareholders can ensure that their company is compliant with Singapore company secretarial requirements.
FAQs
Q: What is the penalty for non-compliance with company secretarial requirements in Singapore?
A: The penalty for non-compliance with company secretarial requirements in Singapore can include fines, imprisonment, and even the deregistration of the company.
Q: Who is responsible for ensuring company secretarial compliance in Singapore?
A: Directors and shareholders are responsible for ensuring company secretarial compliance in Singapore. However, it is recommended that companies engage the services of a professional company secretary to ensure compliance.
Q: What is the minimum paid-up capital required for a Singapore company?
A: The minimum paid-up capital required for a Singapore company is SGD 1,000.
Q: How often must a Singapore company hold an Annual General Meeting (AGM)?
A: A Singapore company must hold an AGM within 18 months from the date of incorporation or within 15 months from the date of the previous AGM.
Q: What is the deadline for filing the Annual Return with ACRA?
A: The deadline for filing the Annual Return with ACRA is within 30 days from the anniversary of the company’s incorporation date.
