As a director or shareholder of a company in Singapore, it is essential to understand the company secretarial requirements that your business must comply with. Failure to do so can result in serious consequences, including fines and even criminal charges. In this article, we will provide a beginner’s guide to help you navigate the complex requirements and ensure that your company is compliant.
What are Company Secretarial Requirements?
Company secretarial requirements refer to the legal and regulatory obligations that a company must comply with in order to maintain its corporate status. These requirements are designed to ensure that companies are run in a fair and transparent manner, and that all stakeholders are protected.
In Singapore, the company secretarial requirements are governed by the Companies Act and the Accounting and Corporate Regulatory Authority (ACRA). The ACRA is responsible for regulating and supervising the incorporation, registration, and administration of companies in Singapore.
Why are Company Secretarial Requirements Important?
Company secretarial requirements are important for several reasons:
- To maintain the company’s good standing and reputation
- To ensure compliance with legal and regulatory requirements
- To protect the interests of shareholders, creditors, and other stakeholders
- To prevent fraudulent activities and maintain transparency
- To ensure that the company is properly managed and controlled
Key Company Secretarial Requirements in Singapore
Some of the key company secretarial requirements in Singapore include:
- Incorporation: A company must be incorporated in accordance with the Companies Act and must have a registered office in Singapore
- Annual Returns: A company must file its annual returns with the ACRA within 30 days from the anniversary of its incorporation
- Financial Statements: A company must prepare and file its financial statements with the ACRA within 6 months from the financial year end
- Statutory Meetings: A company must hold its annual general meeting (AGM) within 18 months from the financial year end, and must also hold special meetings as required by the Companies Act
- Minutes of Meetings: A company must keep minutes of all meetings, including the AGM and special meetings
- Register of Directors and Shareholders: A company must maintain a register of directors and shareholders, and must update the register whenever there are changes to the directorship or shareholding structure
- Register of Members’ Interests: A company must maintain a register of members’ interests, which includes information about the shareholders’ shareholdings and any changes thereto
Who is Responsible for Company Secretarial Requirements?
In Singapore, the company secretary is responsible for ensuring that the company complies with the company secretarial requirements. The company secretary is typically a lawyer or an accountant who is experienced in company law and secretarial matters.
The company secretary is responsible for:
- Preparing and filing the annual returns and financial statements
- Calling and conducting the AGM and special meetings
- Maintaining the registers of directors, shareholders, and members’ interests
- Complying with the requirements of the Companies Act and the ACRA
Conclusion
In conclusion, company secretarial requirements are an essential part of running a company in Singapore. Failure to comply with these requirements can result in serious consequences, including fines and even criminal charges. As a director or shareholder of a company in Singapore, it is essential to understand the company secretarial requirements and to ensure that your company is compliant with these requirements.
FAQs
Q: What happens if my company fails to comply with the company secretarial requirements?
A: If your company fails to comply with the company secretarial requirements, you may be fined or even charged with criminal offenses.
Q: Who is responsible for ensuring that the company complies with the company secretarial requirements?
A: The company secretary is responsible for ensuring that the company complies with the company secretarial requirements.
Q: What are the consequences of not having a company secretary?
A: If your company does not have a company secretary, you may be held personally liable for any breach of the Companies Act and the ACRA regulations.
Q: Can I appoint multiple company secretaries?
A: No, a company can only have one company secretary.
Q: What are the requirements for a company secretary?
A: A company secretary must be a natural person who is at least 18 years old and is not a bankrupt. He or she must also be a director or shareholder of the company, or have the approval of the ACRA.
Q: Can I appoint a non-resident company secretary?
A: No, a company secretary must be a resident in Singapore.
