CORPORATE SECRETARIAL SERVICE

SECRETARIAL SERVICES
Under section 171 of the Companies Act, every company must appoint a company secretary within 6 months of incorporation. A company secretary has to be “ordinarily resident” in Singapore or a holder of Employment Pass/ Entrepreneur Pass.

He/She need to have the knowledge and experience to discharge his/her duties, which include:
• Maintain the company statutory registers and minute books
• Arrange for shareholder and director meetings
• Lodge and file in time all necessary documents required by law
• Provide administrative support in preparation of meetings
• Ensure that the company meets all its compliance obligations
• Stay updated on relevant developments and changes in statutory and regulatory obligations
• Communicate adequately with directors and shareholders

The Company Secretary is an appointed officer of the Company answerable to duties and obligations set out in the Companies Act. He/She will highlight instances of non-compliance (if any) and bring it to the attention of the directors, for their decision and action. Some of the core responsibilities are:

Memorandum & Articles of Association
Ensure that the company complies with its Memorandum and Articles. He/She ensures that amendments made to these documents are in accordance with proper procedures.

Annual General Meeting 
Arrange for the Annual General Meeting and ensure that it is held in compliance with the Act and the company’s Articles. To prepare and issue notices of meeting to members and shareholders; obtain agreement to documentations which are to be circulated to shareholders; distribute proxy forms; ensure that voting is carried out accurately and minute the meetings.

Maintain Statutory Registers and Records 
The Secretary should maintain the following statutory registers and to ensure that the statutory records, in particular the Minutes Book of members’ and directors’ meetings are updated:
• Members
• Company charges
• Directors, managers, secretaries and auditors
• Directors’ interests in shares and debentures
• Minutes Book

File Statutory Returns 
The Secretary would file information with ACRA to report changes in the company and to comply with requirements for filings of the following matters:
• Annual Returns
• Notices of share transfers
• Amendments to Memorandum & Articles of Association
• Returns of allotments of shares
• Notices of appointment, removal & resignation of directors and the secretary
• Notices of removal or resignation of the auditors
• Change of registered office
• Resolutions in accordance with the Act

Report & Accounts
Ensure that the accounts and financial statements are prepared according to Singapore Accounting Standards, in consultation with the company’s appointed advisers/accountants especially when it comes to preparing the directors’ report.

Share Registration 
Maintain the company’s register of members; share allotments, issues and transfers and deal with matters affecting shareholdings, communicate with shareholders on payment of directors’ remunerations, dividends/interest and handle queries from shareholders.

Corporate Governance
Continually review the developments in corporate governance; assist the directors in formulating, implementing and maintaining good corporate governance practices within the company.

Company Seal 
Safe-keep and ensure proper use of the company seal.

Registered Office 
Notify ACRA of changes in the company’s registered address; distribute the official correspondence received by the company at its registered office and ensure the provision of facilities for the public inspection of company documents.

Services

Chan Management Services provides comprehensive Corporate Secretarial Service for Singapore Companies. The service includes:

• Appointment of officer as Company Secretary
• Setting up and maintenance of Minutes File
• Setting up and maintenance of Statutory Registers
• Issue of Share Certificates
• Procurement and Safe-Keeping of one (1) Company Seal
• Procurement of one (1) Company Rubber Stamp
• Preparation of standard resolutions/ documents to open Bank Account
• Advising on date of AGM
• Preparation of notice and minutes of AGM
• Filing of Annual Returns

*Kind Note: Under the Companies Act, All Companies registered in Singapore must appoint a Company Secretary to handle Statutory Compliance Matters.

Process/ Documents Needed

• All directors/shareholders to be present the time of registration
• Bring NRIC and/or Passport of all directors/shareholders;
• Bring latest ACRA Business Profile and your Memorandum & Articles of Association of your Company.
• Provide Past Secretarial Records