A Singapore Company Secretarial Information Checklist for Compliance
As a company secretary in Singapore, it is crucial to ensure that your company is in compliance with the relevant laws and regulations. The Companies Act, the Accounting and Corporate Regulatory Authority (ACRA) regulations, and other relevant laws and regulations govern the conduct of company secretaries in Singapore. Failure to comply with these laws and regulations can result in serious consequences, including fines and even criminal charges.
Pre-Formation Checklist
Before forming a company in Singapore, it is essential to ensure that all necessary documents and procedures are in order. This includes:
- Obtaining a unique company name from the ACRA;
- Appointing at least one director and one secretary;
- Obtaining a unique company registration number from the ACRA;
- Filing the Memorandum and Articles of Association (M&A) with the ACRA;
Post-Formation Checklist
After the company is formed, it is crucial to maintain compliance with ongoing obligations. This includes:
- Keeping the register of directors and secretaries up to date;
- Filing annual returns with the ACRA;
- Maintaining a register of shareholders and their shareholdings;
- Conducting annual general meetings (AGMs) and filing the minutes with the ACRA;
- Maintaining a register of resolutions and minutes of board meetings;
Other Important Compliance Obligations
In addition to the above, company secretaries in Singapore must also comply with other important obligations, including:
- Compliance with the Companies Act and the Companies Regulations;
- Compliance with the Accounting and Corporate Regulatory Authority (ACRA) regulations;
- Compliance with the Income Tax Act and the Goods and Services Tax (GST) Act;
Conclusion
In conclusion, ensuring compliance with the relevant laws and regulations is a critical responsibility of company secretaries in Singapore. Failure to comply can result in serious consequences, including fines and even criminal charges. This article highlights the importance of maintaining a compliance checklist to ensure that your company is in order. By following the pre-formation and post-formation checklists, as well as the other important compliance obligations, company secretaries can ensure that their company is in compliance with the relevant laws and regulations.
FAQs
Q: What is the difference between a company secretary and a director?
A company secretary is responsible for the administrative and secretarial functions of a company, such as ensuring compliance with the Companies Act and the Companies Regulations, maintaining the company’s records, and preparing for annual general meetings. A director, on the other hand, is responsible for making strategic decisions and taking on managerial and executive responsibilities.
Q: What are the penalties for non-compliance with the Companies Act and the Companies Regulations?
The penalties for non-compliance with the Companies Act and the Companies Regulations can be severe, including fines and even criminal charges. The ACRA can also impose penalties, including fines and imprisonment, for non-compliance with the Companies Act and the Companies Regulations.
Q: Can a company have multiple company secretaries?
Yes, a company can have multiple company secretaries, but they must be appointed in accordance with the Companies Act and the Companies Regulations. The company secretary must also ensure that the company’s records are up to date and that the company is in compliance with all relevant laws and regulations.
Q: What is the role of the company secretary in the annual general meeting (AGM)?
The company secretary is responsible for preparing for the AGM, including ensuring that the necessary documents are prepared and that the meeting is conducted in accordance with the Companies Act and the Companies Regulations. The company secretary is also responsible for ensuring that the minutes of the meeting are taken and filed with the ACRA.
Q: Can a company secretary also be a director of the company?
Yes, a company secretary can also be a director of the company, but the two roles must be separate and distinct. The company secretary is responsible for the administrative and secretarial functions of the company, while the director is responsible for making strategic decisions and taking on managerial and executive responsibilities.
