Singapore Company Secretarial Requirements: A Step-by-Step Guide for Directors and Shareholders
Singapore is a popular destination for companies due to its business-friendly environment and favorable tax laws. As a result, many companies are incorporated in Singapore every year. As a director or shareholder of a Singapore company, it is essential to understand the company secretarial requirements to ensure compliance with the law and avoid any potential penalties or fines.
Step 1: Compliance with Annual Filing Requirements
As a Singapore company, you are required to file annual returns with the Accounting and Corporate Regulatory Authority (ACRA) within 30 days after the anniversary of the company’s incorporation. The annual return must include information such as the company’s address, directors, secretary, and shareholders.
- Submit the annual return electronically through the BizFile+ system or by post.
- Attach a copy of the company’s financial statements and director’s report to the annual return.
- Pay the prescribed fee for filing the annual return.
Step 2: Maintain a Register of Directors and Secretary
You are required to maintain a register of directors and secretary, which must be kept at the company’s registered office or a designated address. The register must include the following information:
- Full name and residential address of each director and secretary.
- Date of appointment and cessation of appointment.
- Signature of each director and secretary.
Step 3: Maintain a Register of Shareholders
You are required to maintain a register of shareholders, which must be kept at the company’s registered office or a designated address. The register must include the following information:
- Full name and address of each shareholder.
- Number and class of shares held by each shareholder.
- Details of any changes in shareholdings.
Step 4: Maintain a Minute Book
You are required to maintain a minute book, which is a record of the company’s meetings, resolutions, and other important decisions. The minute book must include the following information:
- Minutes of board meetings, general meetings, and annual general meetings.
- Resolutions passed at meetings.
- Copies of any contracts, agreements, or other important documents.
Step 5: Maintain a Share Certificate Register
You are required to maintain a share certificate register, which is a record of the company’s share certificates. The register must include the following information:
- Serial number of each share certificate.
- Number and class of shares represented by each certificate.
- Details of any changes in shareholdings.
Conclusion
As a director or shareholder of a Singapore company, it is essential to understand the company secretarial requirements to ensure compliance with the law and avoid any potential penalties or fines. By following the steps outlined above, you can ensure that your company is in compliance with the law and avoid any potential issues.
FAQs
- Q: What is the deadline for filing the annual return?
A: The deadline for filing the annual return is 30 days after the anniversary of the company’s incorporation.
- Q: What documents must be attached to the annual return?
A: You must attach a copy of the company’s financial statements and director’s report to the annual return.
- Q: How do I file the annual return?
A: You can file the annual return electronically through the BizFile+ system or by post.
- Q: What is the penalty for non-compliance with the company secretarial requirements?
A: The penalty for non-compliance with the company secretarial requirements can range from $100 to $5,000.
- Q: Can I hire a professional to handle the company secretarial requirements?
A: Yes, you can hire a professional to handle the company secretarial requirements, such as a corporate service provider or a lawyer.
