Singapore Company Secretarial Checklist: A Step-by-Step Guide to Filing and Compliance

Singapore Company Secretarial Checklist: A Step-by-Step Guide to Filing and Compliance

As a company secretary in Singapore, it is crucial to ensure that your company is compliant with the relevant laws and regulations. Failing to do so can result in penalties, fines, and even the strike-off of your company from the register. In this article, we will provide a comprehensive checklist of the tasks and deadlines that your company must comply with as a Singapore company secretary.

Pre-Incorporation Checklist

1. Check the availability of the company name: Before incorporating a company, it is essential to check if the desired company name is available. You can do this by searching the Singapore Companies Register website.
2. Prepare the company’s constitution: The company’s constitution, also known as the memorandum and articles of association, outlines the company’s structure, powers, and rules. It is essential to prepare this document carefully to ensure that it complies with the Singapore Companies Act.
3. Appoint a company secretary: The company secretary is responsible for ensuring that the company complies with the relevant laws and regulations. It is essential to appoint a qualified and experienced company secretary to handle this role.
4. Register for GST: If the company’s annual turnover is expected to exceed SGD 1 million, it must register for goods and services tax (GST) with the Inland Revenue Authority of Singapore (IRAS).

Post-Incorporation Checklist

1. Filing of incorporation documents: Within 6 months of incorporation, the company must file its incorporation documents, including the memorandum and articles of association, with the Singapore Companies Register.
2. Annual general meeting (AGM): The company must hold an AGM within 18 months of incorporation and every subsequent year. The AGM must be held within 6 months of the company’s financial year end.
3. Financial statements: The company must prepare and file its financial statements with the Singapore Companies Register within 6 months of the company’s financial year end.
4. Tax returns: The company must file its tax returns with the IRAS within 3 months of the company’s financial year end.
5. Annual return: The company must file its annual return with the Singapore Companies Register within 1 month of the company’s financial year end.

Compliance Checklist

1. Maintain a register of shareholders: The company must maintain a register of shareholders, which must be updated whenever there is a change in the company’s shareholding structure.
2. Maintain a register of directors: The company must maintain a register of directors, which must be updated whenever there is a change in the company’s board of directors.
3. Maintain a register of secretarial records: The company secretary must maintain a register of secretarial records, which includes documents such as resolutions, minutes, and correspondence.
4. Comply with directors’ duties: Directors have certain duties and responsibilities, including the duty to act in the best interests of the company and its shareholders.
5. Comply with shareholders’ rights: Shareholders have certain rights, including the right to receive dividends, attend meetings, and vote on important matters.

Conclusion

In conclusion, as a company secretary in Singapore, it is essential to ensure that your company complies with the relevant laws and regulations. This includes preparing and filing the necessary documents, holding annual general meetings, and maintaining accurate records. By following the checklist outlined in this article, you can ensure that your company remains compliant and avoid any potential penalties or fines.

FAQs

Q: What is the deadline for filing the company’s financial statements?

A: The deadline for filing the company’s financial statements is within 6 months of the company’s financial year end.

Q: What is the penalty for failing to file the company’s annual return?

A: The penalty for failing to file the company’s annual return is SGD 200.

Q: Who is responsible for ensuring that the company complies with the relevant laws and regulations?

A: The company secretary is responsible for ensuring that the company complies with the relevant laws and regulations.

Q: What is the role of the company secretary?

A: The company secretary is responsible for ensuring that the company complies with the relevant laws and regulations, preparing and filing the necessary documents, and maintaining accurate records.

Q: What is the purpose of the annual general meeting (AGM)?

A: The purpose of the AGM is to provide shareholders with an opportunity to receive information about the company’s performance and to vote on important matters.