Filing Company Secretarial Information: How to Ensure Compliance with Singapore’s Companies Act and Regulations
In Singapore, a company is required to maintain accurate and up-to-date records of its corporate information, including its constitution, share capital structure, and directors and shareholders’ details. This information is crucial for regulatory compliance, audit and taxation purposes. As a company secretary, it is your responsibility to ensure that this information is properly recorded and filed with the relevant authorities, such as the Accounting and Corporate Regulatory Authority (ACRA) and the Registry of Companies and Business (RCB).
Under the Singapore Companies Act, a company is required to file certain secretarial information with ACRA, including:
- The company’s constitution, including its articles of association and any amendments thereto;
- The company’s share capital structure, including the number and class of shares, share transferability, and rights attached to shares;
- The names and addresses of the company’s directors and shareholders;
- The company’s registered office address and principal place of business;
- The company’s financial year-end and its audited annual financial statements;
- The company’s auditor’s report and the directors’ report;
- Any changes to the company’s directors, shareholders, or share capital structure;
- Any changes to the company’s registered office address or principal place of business;
In addition to these requirements, a company must also file certain documents with ACRA, including:
- Annual returns;
- Notice of changes to the company’s directors, shareholders, or share capital structure;
- Notice of changes to the company’s registered office address or principal place of business;
- Notice of any other changes to the company’s constitution or structure;
Failure to comply with these requirements can result in serious consequences, including fines, penalties, and even the revocation of the company’s registration. As a company secretary, it is your responsibility to ensure that your company complies with these requirements and files the necessary documents with ACRA.
To ensure compliance with Singapore’s Companies Act and regulations, you should:
- Maintain accurate and up-to-date records of your company’s corporate information;
- File your company’s annual returns and other required documents with ACRA on time;
- Notify ACRA of any changes to your company’s directors, shareholders, or share capital structure;
- Notify ACRA of any changes to your company’s registered office address or principal place of business;
- Review and update your company’s constitution regularly to ensure it remains compliant with the Companies Act and regulations;
- Seek professional advice if you are unsure about any aspect of the Companies Act or regulations;
By following these guidelines, you can ensure that your company remains compliant with Singapore’s Companies Act and regulations, and avoid the risks associated with non-compliance.
Conclusion
In conclusion, ensuring compliance with Singapore’s Companies Act and regulations is a critical responsibility for any company secretary. By maintaining accurate and up-to-date records, filing required documents with ACRA, and notifying the authorities of any changes to your company’s corporate information, you can help ensure that your company remains compliant with the law and avoid the risks associated with non-compliance.
FAQs
Q: What is the consequences of non-compliance with the Companies Act and regulations?
A: Non-compliance with the Companies Act and regulations can result in serious consequences, including fines, penalties, and even the revocation of the company’s registration.
Q: Who is responsible for ensuring compliance with the Companies Act and regulations?
A: The company secretary is responsible for ensuring compliance with the Companies Act and regulations. However, all directors and shareholders of the company also have a role to play in ensuring compliance.
Q: What is the penalty for late filing of annual returns?
A: The penalty for late filing of annual returns is SGD 1,000.
Q: Can a company secretary be held liable for non-compliance with the Companies Act and regulations?
A: Yes, a company secretary can be held liable for non-compliance with the Companies Act and regulations, including fines and penalties.
Q: Can a company deregister itself?
A: Yes, a company can deregister itself by submitting an application to ACRA.
Q: What is the process for deregistering a company?
A: The process for deregistering a company involves submitting an application to ACRA, providing certain information and documentation, and paying the required fees.
