A Guide to Singapore Company Secretarial Records: What to Keep and How to Keep It
Singapore is a popular destination for businesses, with its business-friendly environment and low taxes. As a result, many companies are established in Singapore, and it is essential for these companies to maintain accurate and up-to-date records. In this article, we will provide a comprehensive guide on what company secretarial records to keep and how to keep them.
What are Company Secretarial Records?
Company secretarial records refer to the documents and records that a company is required to maintain and keep up to date. These records are essential for the smooth operation of the company and for compliance with the relevant laws and regulations. In Singapore, the Companies Act requires companies to maintain certain records, including:
- Register of Members (Shareholders)
- Register of Directors
- Register of Secretaries
- Minutes of Meetings
- Resolutions
- Financial Statements
- Register of Charges
- Register of Debentures
Why are Company Secretarial Records Important?
Company secretarial records are important for several reasons:
- Compliance with the Companies Act: Maintaining accurate and up-to-date records is essential for compliance with the Companies Act. Failure to do so can result in fines and penalties.
- Internal Control: Accurate records help to ensure that the company’s internal control systems are effective and that the company’s financial statements are accurate.
- Decision-Making: Accurate records provide valuable information for decision-making and help to ensure that the company’s directors and shareholders are well-informed.
- Investor Confidence: Accurate records help to build investor confidence and demonstrate that the company is transparent and accountable.
What Records to Keep?
The following are some of the essential records that a company should keep:
- Register of Members (Shareholders): This register should include the names and addresses of all shareholders, the number of shares held by each shareholder, and the date of acquisition of the shares.
- Register of Directors: This register should include the names and addresses of all directors, their date of appointment, and their date of resignation.
- Register of Secretaries: This register should include the names and addresses of all company secretaries, their date of appointment, and their date of resignation.
- Minutes of Meetings: Minutes of meetings should be kept for all meetings of the board of directors, shareholders, and committees. These minutes should include a record of the decisions made, the resolutions passed, and the votes cast.
- Resolutions: Resolutions should be kept for all resolutions passed by the company, including resolutions to appoint or remove directors, to issue new shares, and to approve financial statements.
- Financial Statements: Financial statements should be kept for all financial years, including balance sheets, income statements, and cash flow statements.
- Register of Charges: This register should include a record of all charges and mortgages registered against the company’s assets.
- Register of Debentures: This register should include a record of all debentures issued by the company.
How to Keep Company Secretarial Records?
The following are some tips on how to keep company secretarial records:
- Keep records up to date: Records should be updated regularly to ensure that they are accurate and complete.
- Use a standardized format: Records should be kept in a standardized format to ensure that they are easy to read and understand.
- Store records securely: Records should be stored securely to prevent loss or damage. This can be done by keeping them in a fireproof safe or by using a secure online storage service.
- Keep records for at least 7 years: Records should be kept for at least 7 years to ensure that they are available for audit and inspection purposes.
- Make records available for inspection: Records should be made available for inspection by the company’s directors, shareholders, and auditors.
Conclusion
Maintaining accurate and up-to-date company secretarial records is essential for any company operating in Singapore. These records provide valuable information for decision-making, compliance with the Companies Act, and investor confidence. By keeping the right records and following the tips outlined in this article, companies can ensure that they are compliant with the relevant laws and regulations and that their records are accurate and complete.
FAQs
Q: What is the penalty for not keeping company secretarial records?
A: The penalty for not keeping company secretarial records can include fines and penalties, as well as imprisonment in severe cases.
Q: How long do I need to keep company secretarial records?
A: You need to keep company secretarial records for at least 7 years.
Q: Who can inspect company secretarial records?
A: Company secretarial records can be inspected by the company’s directors, shareholders, and auditors.
Q: Can I keep company secretarial records electronically?
A: Yes, you can keep company secretarial records electronically, as long as they are stored securely and are easily accessible.
Q: What happens if I lose or destroy company secretarial records?
A: If you lose or destroy company secretarial records, you may be subject to fines and penalties, and you may also be required to provide evidence of the loss or destruction to the relevant authorities.
Q: Can I outsource company secretarial records to a third party?
A: Yes, you can outsource company secretarial records to a third party, such as a company secretary or a corporate services provider. However, you are still responsible for ensuring that the records are accurate and complete.
