A Guide to Singapore Company Secretarial Requirements: What You Need to Know
Singapore is a popular destination for businesses, with its favorable business environment, highly developed infrastructure, and pro-business policies. However, for companies to operate successfully in Singapore, they must comply with the country’s company secretarial requirements. In this article, we will provide an overview of the key requirements and what you need to know.
Company Secretary
In Singapore, every private limited company is required to have a company secretary. The company secretary is responsible for ensuring compliance with the Companies Act and other relevant laws and regulations. The company secretary can be an individual or a corporate entity, but in most cases, it is a person who is employed by the company.
The company secretary is responsible for the following:
- Preparing and filing annual returns with the Accounting and Corporate Regulatory Authority (ACRA)
- Maintaining the company’s statutory records, including its register of members, directors, and secretaries
- Conducting the company’s general meetings and ensuring that all necessary procedures are followed
- Preventing conflicts of interest and ensuring that the company’s directors and officers act in the best interests of the company
- Ensuring compliance with the Companies Act and other relevant laws and regulations
Annual Returns
Every Singapore company is required to file an annual return with the ACRA. The annual return must be filed within 30 days of the company’s annual general meeting (AGM). The annual return must include information such as:
- The company’s name and registered address
- The names and addresses of the company’s directors and secretaries
- The company’s registered capital and the number of shares issued
- The company’s financial statements and auditor’s report
If a company fails to file its annual return, it may be subject to fines and penalties. Therefore, it is essential that companies prioritize the filing of their annual returns.
Statutory Records
Every Singapore company is required to maintain statutory records, including its register of members, directors, and secretaries. The statutory records must be kept at the company’s registered address and must be made available for inspection by the ACRA and other regulatory bodies.
The statutory records must include information such as:
- The names and addresses of the company’s directors and secretaries
- The names and addresses of the company’s shareholders
- The company’s registered capital and the number of shares issued
- The company’s financial statements and auditor’s report
If a company fails to maintain its statutory records, it may be subject to fines and penalties. Therefore, it is essential that companies prioritize the maintenance of their statutory records.
General Meetings
Every Singapore company is required to hold an annual general meeting (AGM) and other general meetings as necessary. The AGM must be held within 18 months of the company’s incorporation and must be convened within 15 months of the company’s financial year-end.
The AGM must be held at the company’s registered address and must be attended by at least 21 days’ notice. The notice must include information such as:
- The date, time, and place of the AGM
- The purpose of the AGM
- The agenda for the AGM
If a company fails to hold its AGM, it may be subject to fines and penalties. Therefore, it is essential that companies prioritize the holding of their AGM.
Conclusion
In conclusion, company secretarial requirements are essential for companies operating in Singapore. The company secretary is responsible for ensuring compliance with the Companies Act and other relevant laws and regulations. The company secretary must prepare and file annual returns, maintain statutory records, and conduct general meetings. Failure to comply with company secretarial requirements can result in fines and penalties. Therefore, it is essential that companies prioritize compliance with these requirements.
FAQs
Q: Who can be a company secretary in Singapore?
A: In Singapore, the company secretary can be an individual or a corporate entity. However, in most cases, it is a person who is employed by the company.
Q: What are the responsibilities of a company secretary in Singapore?
A: The company secretary is responsible for ensuring compliance with the Companies Act and other relevant laws and regulations. The company secretary must prepare and file annual returns, maintain statutory records, and conduct general meetings.
Q: What happens if a company fails to file its annual return in Singapore?
A: If a company fails to file its annual return, it may be subject to fines and penalties. Therefore, it is essential that companies prioritize the filing of their annual returns.
Q: What information must be included in an annual return in Singapore?
A: The annual return must include information such as the company’s name and registered address, the names and addresses of the company’s directors and secretaries, the company’s registered capital and the number of shares issued, and the company’s financial statements and auditor’s report.
Q: What happens if a company fails to hold its AGM in Singapore?
A: If a company fails to hold its AGM, it may be subject to fines and penalties. Therefore, it is essential that companies prioritize the holding of their AGM.
Q: Can a company secretary in Singapore be a corporate entity?
A: Yes, a company secretary in Singapore can be a corporate entity. However, in most cases, it is a person who is employed by the company.
