The Singapore Company Secretarial Timeline: A Guide to Maintaining Good Corporate Governance and Compliance
In Singapore, a company must comply with various regulations and laws, including the Companies Act, the Securities and Futures Act, and the Financial Advisers Act, among others. As a company secretary, it is essential to understand the timeline of key events and milestones that require compliance and reporting. This article will walk you through the Singapore company secretarial timeline, providing guidance on maintaining good corporate governance and compliance.
Pre-Incorporation (Pre-Registration)
Before incorporating a company in Singapore, the following tasks should be completed:
- Check the company name availability with the Singapore Accounting and Corporate Regulatory Authority (ACRA) to ensure it is unique and not already taken by another company.
- Choose a company secretary and ensure they are registered with ACRA.
- Choose a director or directors, and ensure they are registered with ACRA.
- Prepare the company’s constitutional documents, including the Memorandum and Articles of Association (M&A).
- Apply for incorporation with ACRA, providing the required documents and information.
Post-Incorporation (Within 1 Month of Incorporation)
Within one month of incorporation, the following tasks should be completed:
- File the required documents with ACRA, including the Certificate of Incorporation, the M&A, and the company’s constitution.
- Open a bank account in the company’s name.
- Apply for a business registration number from the Accounting and Corporate Regulatory Authority (ACRA).
- Register for Goods and Services Tax (GST) if the company is expected to exceed the GST threshold.
Annual Compliance (Within 1 Month of Financial Year-End)
Within one month of the financial year-end, the following tasks should be completed:
- Filer the annual return (Form C) with ACRA, providing financial statements, director’s report, and auditors’ report (if applicable).
- Conduct an annual general meeting (AGM) and pass the annual accounts.
- File the ACRA’s Annual Return (Form C) with the company’s financial statements.
Other Ongoing Requirements
In addition to the above milestones, the following ongoing requirements should be met:
- Maintain a register of directors, secretaries, and shareholders.
- Keep a register of share capital, including shareholdings and share transfers.
- Keep a record of all resolutions passed by the board of directors and the shareholders.
- Ensure compliance with the Companies Act, the Securities and Futures Act, and the Financial Advisers Act.
- File any changes or updates to the company’s constitution or share structure with ACRA.
Conclusion
Maintaining good corporate governance and compliance is crucial for any company operating in Singapore. By understanding the company secretarial timeline, directors and company secretaries can ensure that their company is in compliance with the relevant laws and regulations. It is essential to stay up to date with the changing regulatory landscape and to seek professional advice when needed. By doing so, companies can maintain the trust and confidence of their stakeholders and continue to grow and thrive in the competitive business environment.
FAQs
Q: What is the penalty for late filing of annual returns?
A: The penalty for late filing of annual returns in Singapore can range from SGD 200 to SGD 2,000, depending on the late filing period and the company’s circumstances.
Q: What is the role of a company secretary in Singapore?
A: A company secretary in Singapore is responsible for ensuring the company is complying with regulatory requirements, maintaining accurate records, and ensuring the company’s constitution is up to date. They also assist in the preparation of annual returns and other filings.
Q: Can a company be deregistered in Singapore?
A: Yes, a company can be deregistered in Singapore if it is dissolved, struck off the register, or voluntarily wound up. The deregistration process is typically initiated by the company or a creditor, and it is usually followed by the liquidation of the company’s assets and the distribution of the proceeds to creditors.
Q: What is the difference between a company secretary and a director in Singapore?
A: A company secretary is responsible for ensuring the company is complying with regulatory requirements and maintaining accurate records, while a director is responsible for making strategic decisions and overseeing the company’s operations. While a company secretary is not required to be a director, a director must be registered with the Accounting and Corporate Regulatory Authority (ACRA) and meet certain eligibility criteria.
Q: Can a company have a sole director in Singapore?
A: Yes, a company in Singapore can have a sole director, but the director must be registered with the Accounting and Corporate Regulatory Authority (ACRA) and meet certain eligibility criteria. However, having only one director may not be advisable, as it can lead to a lack of diversity and expertise on the board.
Q: What is the role of the Accounting and Corporate Regulatory Authority (ACRA) in Singapore?
A: The Accounting and Corporate Regulatory Authority (ACRA) is the regulatory body responsible for the registration and regulation of companies in Singapore. It is responsible for ensuring that companies comply with the Companies Act, the Securities and Futures Act, and the Financial Advisers Act, among others.
Q: Can a company be exempt from filing annual returns in Singapore?
A: Yes, some companies in Singapore may be exempt from filing annual returns, such as private companies with no share capital or companies that have ceased to operate. However, even exempt companies must still comply with other regulatory requirements and maintain accurate records.
Q: What is the purpose of the Memorandum and Articles of Association (M&A) in Singapore?
A: The Memorandum and Articles of Association (M&A) is the constitution of a company in Singapore, outlining its structure, powers, and rules of operation. It is essential to ensure that the M&A is up to date and compliant with the Companies Act and other relevant laws and regulations.
Q: Can a company be converted to a different type of company in Singapore?
A: Yes, a company in Singapore can be converted to a different type of company, such as from a private to a public company or from a sole proprietorship to a limited liability company. The process of conversion typically involves the filing of an application with the Accounting and Corporate Regulatory Authority (ACRA) and the completion of certain formalities.
Q: What is the role of a shareholder in a Singapore company?
A: A shareholder in a Singapore company is an individual or entity that holds shares in the company. Shareholders have the right to attend general meetings, receive dividends, and receive information about the company’s affairs. They also have the right to vote on key matters, such as the appointment of directors and changes to the company’s constitution.
Q: Can a director be disqualified from acting as a director in Singapore?
A: Yes, a director can be disqualified from acting as a director in Singapore if they have been disqualified by the Court or if they have been convicted of a criminal offense related to the company. A director can also be disqualified if they have failed to comply with the Companies Act or other relevant laws and regulations.
Q: What is the role of an auditor in a Singapore company?
A: An auditor in a Singapore company is an independent professional who is responsible for examining the company’s financial statements and reporting to the shareholders and the board of directors. The auditor’s role is to ensure that the company’s financial statements are accurate and comply with relevant laws and regulations.
Q: Can a company have multiple classes of shares in Singapore?
A: Yes, a company in Singapore can have multiple classes of shares, which can have different rights, privileges, and restrictions. The company’s constitution (Memorandum and Articles of Association) must outline the rights and restrictions of each class of shares.
Q: What is the role of a proxy in a Singapore company?
A: A proxy in a Singapore company is an individual or entity that is authorized to act on behalf of a shareholder. Proxies are usually used to attend general meetings and vote on behalf of the shareholder. The shareholder must authorize the proxy in writing, and the proxy must be registered with the company.
Q: Can a company have a foreign shareholder in Singapore?
A: Yes, a company in Singapore can have a foreign shareholder, but the foreign shareholder must comply with the relevant laws and regulations, including the Companies Act and the Securities and Futures Act. The foreign shareholder must also ensure that they are registered with the Accounting and Corporate Regulatory Authority (ACRA) if they are a foreign company or individual.
Q: What is the role of a liquidator in a Singapore company?
A: A liquid
