Company Secretarial

Corporate Secretarial Services

Reasons to hire a company secretary:

By law, in accordance to the Singapore Companies Act, every Singapore incorporated company is required to appoint at least one local company secretary for the company within 6 months of incorporation.

A company secretary task is to ensure compliance with statutory and regulatory requirements such as IRAS and ACRA by acting as an officer and fulfilling a wide range of duties.

A Company Secretary must have a firm grasp on the intricacies of the Companies Act. In addition, he must fulfil one of the following criteria:

  1. Singapore resident (Permanent Resident/Singapore Citizen)
  2. In possession of Singapore Employment Pass/Dependant Pass/EntrePass.

A company secretary needs to be multi-talented in order to shoulder all responsibilities that will be placed upon him. MAL is proud to be able to present you with the services of such a Company Secretary.

Here is the list of a Company Secretary’s responsibilities:

Board Meetings

  • Ensuring that the proper procedures are in place
  • Assists the company through coordination of the for MAL process of decision making and reporting
  • (Together with the chief executive/chief executive) Defining meeting agendas
  • Taking minutes during meetings, certifying copies of any minutes taken and later updating the minute books

General Meetings

  • Ensuring that the proper procedures are in place
  • Coordinating attendance and administration of meetings
  • Coordination of minutes taking
  • Obtaining agreements (internal/external) circulation of all necessary documents to shareholders

Company Constitution

  • Making sure that the organization follows its constitution
  • Drafting the Company Constitution, and making any amendments following the proper procedures

Statutory Registers/Books

  • Responsible for the upkeep of both statutory registers and books

Statutory Returns

The company secretary is required to update ACRA in these scenarios:

  • Particulars involving the Director(s) of a company: Examples includes changes to their name or residential address or their removal/disqualification from holding appointments, such as resignation or death in accordance with the company constitution or Companies Act
  • Revocation/Alteration/Adoption involving the constitutional issue of shares
  • Annual returns in accordance to standards
  • Company name changes
  • And any other such changes as required by the ACRA

Report and Accounts

  • Preparing the “Directors’ Report”
  • Facilitating the distribution and publishing of the company’s yearly report, interim statement and accounts

Share Registration

  • Updating and keeping track of the members in the company’s register
  • Responding to questions and requests off shareholders
  • Assistance on transfers which affect shareholdings and other related matters

Shareholder Communication

The company secretary, through methods such as circulars, is heavily involved in communicating with the shareholders, such as:

  • General relationships with shareholders, institutional shareholders and related investment protection committees
  • Monetary issues such as payment of dividends and interest
  • Distributing documentation regarding rights and capitalization issues

Shareholder Monitoring

  • Inquiring into members so as to achieve a fruitful ownership of holdings
  • Monitoring activities on the register of members in order to highly any potential takeover attempts by bidders, such as stake-building in the company’s shares

Share/Capital Issues, Transfers and Restructuring

  • Implementing changes in loan capital, devising and changing the structure of the company’s share
  • Implementation and administration of employees’/director’s share participation schemes

Acquisitions and Disposals

  • Implementing corporate acquisitions/disposals as a key participant and member of the company’s team
  • Ensures the efficiency of all company document to protect the company’s interests, enabling proper commercial evaluation before the completion of the transaction through due diligence

Corporate Governance

  • Assessing developments in corporate governance
  • With respect to the directors, advising and assisting them on their duties and responsibilities
  • Complying with their personal obligations under company law and Stock Exchange requirements (if applicable)

De-registration/Strike Off

  • Striking the company off the register if it has fulfilled certain conditions or ceased operations, such as if the company has no assets and liabilities
  • This is done through the approval of the ACRA. By meeting several conditions, the ACRA will strike a company from the Register.
    • Company has ended its term of operation and has no remaining liabilities nor assets.
    • Company must not be involved in any court proceedings whether locally or overseas. This is applicable to any current and future court proceedings that may occur.
    • Company must not have any unsettled outstanding charges in the register, no penalties and no offers of composition owing nor debts to organizations such as ACRA, tax liabilities to IRAS (Inland Revenue Authority of Singapore) and other government department.
    • No member of a company’s officers may have outstanding unresolved summons by the ACRA.

  • If the ACRA has refused the approval of the company deregistration, the application form will be returned to be fixed.
  • However, in the case of a successful approval, the following will occur:
    • In total, the entire process of striking off/deregistration will take ~ 5 months.
    • A notice will be sent in advance within 14 days of receiving approval. These notices will be sent to the company’s registered office address, followed by the company’s directors’ place of residence and finally the IRAS. This notification is intended for any party who wish to object to the striking-up to speak up given a period of 1 month.
    • After this 1 month period has expired, parties who wish to object may still do so for the next three months following a notification that will be posted in the Government Gazette.
    • Once these 3 months are up, the deregistration will be confirmed. The actual date when the company will be struck off the Register will be posted in this final notification to everyone.

Non-Executive Directors

  • Corporate secretary acts as a pipeline for communicating information to non-executive directors.

Company Seal

  • If provided in the company constitution, a corporate secretary will ensure the safe custody of the company seal.

ACRA Compliance Alert & Reminders

  • MAL’s corporate secretaries are empowered to inform you on upcoming timelines and inform you on ACRA annual compliance issues in a timely fashion