Corporate Secretarial Services in Singapore

Outsourced Corporate Secretarial Services In Singapore

For a new business, it can be a challenging task to set up and manage a company. So the first step is, you will need a partner who has the insight and knowledge to truly put your needs first and understands the steps you need to take. That’s where Intime Accounting services comes in.

We help companies become and remain compliant with both local and global jurisdiction requirements. We work closely with your legal and tax advisers to get your business up and running as quickly as you need to be. We also ensure that your company is kept in good legal standing in accordance with the local and global legislation requirements. We take a personal approach to each individual business and strive to have a long-term perspective on client relationships.

The Singapore Companies Act stipulates that all companies incorporated in Singapore must appoint a Company secretary. The company secretary must be appointed within 6 months from its incorporation date. Intime offers flexibility on the engagement of our corporate secretarial services in Singapore. Clients may opt to engage our corporate secretarial services on a retainer fee or ad-hoc assignment basis.

Intime assists clients in setting up offshore companies in various jurisdictions. Such as in the British Virgin Islands, Marshall Islands, Hong Kong, Seychelles, Cayman Islands and Labuan. Please contact us directly for more information.

Corporate Secretarial Services Offered By InTime

Our Corporate Secretarial Services Include But Not Limited To The Following:-

Incorporation of a private limited company with Accounting and Corporate Regulatory Authority (ACRA)

Provision of registered office and correspondence address for receiving notices and communications

Provision of a named Company Secretary

Maintaining and updating of the Company’s statutory registers and records

Lodgment or filing of any applications, notices and/or returns with ACRA

Drafting of Director’s and Shareholder’s resolutions

Preparation of documents to convene and hold AGM and filing of Annual Return with ACRA

Sending reminders on the filing deadlines

Assist in bank account opening and make arrangement for bank officer to meet at your preferred location

Striking off the company’s name from the register

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What does a Company Secretary do?

A company secretary is an appointed person that works to ensure that the company stays compliant with various statutory and regulatory requirements.
These may include, but not be limited to:

Statutory compliance with ACRA — Filing of the company’s annual accounts on time and maintaining the necessary registers, notice of share transfers, amendments to the consti-tution, notice of removal or resignation of auditors, change of registered office address and any other regulatory requirement by ACRA
General meetings — Arrange for the AGM in compliance with the Companies Act and the constitution
Constitution — Ensure that the company and the board of directors comply with the constitution at all times
Company seal — Ensure the safe custody and proper use of the company seal;
Duties related to the company and board – ensure that all relevant statutory obligations are met, business interest of the company is always protected, good corporate governance is practiced, and that he/she is regularly present at the company’s registered office address and/or readily contactable by a person at the registered office by telephone or other means of instantaneous communication during those times
Duties related to shareholders — Supervise share allotments, issues and transfers and deal with other matters affecting shareholdings and queries from shareholders, timely dissemi-nate financial statements so that shareholders are prepared to take part in decision mak-ing at the company’s AGM.

Is it necessary for a company to have a Company Secretary?

Yes, as per Section 171, 1AA, Companies Act, every company is required to have a company secretary within six months of incorporation. The office of secretary must not be left vacant for more than six (6) months at any one time

Who can be a Company secretary?

A company secretary for private companies must be a natural person who is a Singapore citizen or a permanent resident or a Singapore employment/dependent pass holder primarily residing in Singapore and appears to have the requisite knowledge and experience to discharge the functions of a secretary of the company. A person with a debarment order against him/her is not permitted to act as secretary for any company.

What are the services included when I outsource the corporate secretariat services?

When you outsource your corporate secretarial services to Intime Accounting, you can avail the following:

prepare and maintain the company’s statutory registers and records such as minutes/resolutions;
lodge and file in time all necessary documents required by law;
ensure that the company meets all its legal obligations;
stay updated on relevant developments and changes in statutory and
regulatory obligations.

When is a company required to hold its AGM (Annual General Meeting)?

For private companies with Financial Year Ending before 31 Aug 2018

A newly incorporated company is required to hold its AGM within 18 months of incorporation. Following this, the meetings must be held once every year but a maximum of 15 months from the last meeting and within 6 months after the financial year end.

For private companies with Financial Year Ending after 31 Aug 2018

A newly incorporated company is required to hold its AGM within 6 months after the financial year end.

What is the due date to file annual returns?

Directors of the organisation should prepare audited/unaudited financial statements within 6 months of the financial year end. The statements are to be presented in the AGM.

The company secretary is then responsible for filing the annual returns to ACRA.

For private companies with Financial Year Ending before 31 Aug 2018

The company is required to lodge an annual return within 30 days after its AGM.

For private companies with Financial Year Ending after 31 Aug 2018

The company is required to lodge an annual return within 7 months after the financial year end.

What happens when the company fail to file its Annual Return?

Late Lodgement Fee for the Late Filing of Annual Return (AR)

Companies that file annual returns late will be imposed with a late lodgment penalty of $300 if the lodgment is filed within 3 months after the filing due date, or $600 if the lodgment is filed more than 3 months after the filing due date (revised penalty framework for late annual lodgments from 30 Apr 2021).

Composition Sum and Court Prosecution

ACRA may prosecute the companies and/or directors that breach statutory obligation in court or may offer composition (a minimum sum of S$500) to companies and/or directors that breach statutory obligations in lieu of court prosecution. For court prosecution, the director can decide whether to plead guilty or claim trial to the charges. If the director is convicted by the court, he may be fined up to a maximum of $5000 per charge.

Disqualification of directors for filing breaches

Companies and directors should take note that a director who is convicted of three or more filing related offences under the Companies Act within a period of five years, will be disqualified as a director, under S155 of the Companies Act.

Striking off of companies that failed to file ARs

ACRA is empowered to strike off a company if there is reasonable cause to believe that a company is not carrying on business or is not in operation e.g. the failure to file with ACRA the ARs for consecutive years. ACRA will also disqualify a director with at least 3 companies struck off by ACRA within a period of 5 years.

Debarment Order

ACRA is empowered to debar any director or company secretary who is in default of a relevant requirement in the Companies Act, including failure to lodge any documents, for a continuous period of 3 months or more.

Companies are required to file their ARs under s197 of the Companies Act (CA). Those who file AR late have to pay a late filing penalty.

Is it mandatory to hold AGM and file annual returns if the company was dormant for one year?

The criteria where private companies need not hold an AGM are as follows:

if all members have approved a resolution to dispense with the holding of AGMs;
if the company sends their financial statements to members within 5 months after the FYE; or
if the company is a private dormant relevant company that is exempt from preparing financial statements.

However, they are still required to file annual returns even though dormant, exempted from holding an AGM or has dispensed with the holding of AGM.

Is my company required to file its Financial Statements in XBRL (eXtensible Business Reporting Language) format?

XBRL filing is compulsory for insolvent companies or limited private companies (those with corporate shareholders) or those in the business of banking, finance and insurance regulated by MAS.

Read more on XBRL filing in Singapore to ensure ACRA regulations are followed.