Corporate Secretarial
Services in Singapore
Singapore Company Incorporation
Corporate Secretarial Services in Singapore
Singapore has gradually evolved into a financial hub in Southeast Asia as a result from the infrastructures built, tax incentive schemes such as Section 13X and 13R under Income Tax Act (“ITA”) as incentive for Family Offices, government policies that encourages entrepreneurships attracting foreign investments and companies.
As of Jan 2016, Singapore has concluded 96 International Tax Agreements, including 79 DTAs and 9 limited treaties and 8 DTAs signed but not ratified. This makes Singapore one of the most desirable location for businesses with an international outlook for company incorporation. Based on the World Bank’s Data, Singapore is rated the 2nd most convenient place to set up businesses, with year-on-year increase of incorporation in Singapore.
What is a corporate secretary, and how can we help?
Companies in Singapore are required to abide by the local laws, regulations, and tax compliance. At Agere we provide our corporate secretarial services with constant updates on legislative and regulatory changes by the Accounting and Corporate Regulatory Authority (“ACRA”), the regulatory body for corporate secretaries, accounting regulations and companies in Singapore. Non-compliance, will result in potential liabilities for your company secretary, and your directors.
After an incorporation of your company in Singapore, as a corporate secretary we act as one of your company’s key officer that must be a resident in Singapore.
Company Secretary | Requirements
According to the Companies Act, Singapore residents can act as a corporate secretary for a private Singapore company (Section 171 1AA). Public companies will require individuals with higher qualifications, meeting at least one of the following:-
- Been a company secretary for at least three of the last five years, and are defined as qualified person (i)
- Accountants registered under the Accountants Act (ii)
- Member of Institute of Singapore Chartered Accountants (ISCA)
- Member of Singapore Association of the Institute of Chartered Secretaries and Administrators
- Member of Association International Accountants in Singapore
- Member of the Institute of Company Accountants, Singapore
Sources (i) Legal Profession Act, Cap 161 (ii) Accountants Act Cap 2
Duties & Responsibilities of Company Secretary in Singapore
Corporate secretary in Singapore has the responsibility for the following:
- Directors
- Nominee Directors
- Members
- Registrable controllers
- Allotments (records the details of shareholders which the company has issued shares to)
- Transfers (records the transfer of shares within the lifetime of the company)
- Draft resolutions relevant for key events of the company
- Amending company constitution
- Updating details of the company, directors, and shareholders to ACRA on an annual basis, and changes from time to time where relevant
- Filing annual company accounts
- Supervise and prepare relevant documents for shares related activities such as issuance and transfers, and managing queries from shareholder(s)
The compliance and reporting requirements are regulated by Singapore law, as such failure to adhere to the relevant laws can be costly. If your company secretary is not prompt in their response or managing arising issues, and not abreast of the changes in the law, the probability of violating Singapore’s Company’s Act is higher which entails penalties, in some cases prosecution.
As a provider of corporate secretarial services in Singapore, Agere provides serves with the required skillset, knowledge, and response rate for our clients.
Private Companies Incorporation In Singapore | Requirements:
- At least 1 Local Resident Director
- At least 1 Shareholder
- A Company Secretary
- Minimum paid-up capital of S$1
Incorporation Process for Singapore Residents (i.e. Singapore citizens, Singapore PR or Singapore Employment Pass holders)
- Complete and Submit Singapore Company Incorporation Application Form.
- Prepare & submit all Documents
- Full payment of our fees
- Visit our office and incorporate your Company
- Open your OCBC bank account (on the same visit to our office)
Find out more about our incorporation services in Singapore here.
Other Related Services
Frequently Asked Question
Public companies must appoint a professionally qualified secretary (e.g. lawyers, accountants and chartered secretaries) Private limited companies need not appoint a professionally qualified secretary. The minimal requirement is that the company secretary must be a natural person and locally resident in Singapore.
The company director and the Corporate Secretary must be a different person if there are no other directors in the company.
All Singapore companies is required to appoint a Company Secretary within 6 months from incorporation. In addition, the position of Company Secretary position cannot be vacant for more than 6 months. Corporate Secretary can be outsourced if you do not have a qualified person to appoint as one.
The key roles of a Singapore company secretary are to ensure all relevant statutory obligations are met, by maintaining the company statutory registers and records, arranging for shareholder and director meetings, lodging and filing in time all necessary documents required by law and staying updated on relevant developments and changes in statutory and regulatory obligations, amongst others.
Transfers are easy. We take all over the required documents and registers from the existing Company Secretary and process the necessary paperwork for their resignation/termination. If the former Company Secretary does not respond, we are able to carry out the procedure without them if due notice has been given to them for the transition.
By engaging our company as a Corporate Secretarial agent, you will be serviced by a team of qualified company secretaries, who will take over as your named company secretary should any of our team member resigns.
As your Company Secretary, we will manage and keep proper records of all relevant compliance papers for AGM, annual returns, Board and members’ resolutions of your company, and update the necessary registers. You are only required to notify us when change is needed, so we can begin the process for documentation and filing purposes.
When we takeover the role, we will review the past corporate secretarial documents. If the paperwork is not in order, we will advise you if they can be ratified where possible. In most cases, the company may incur late filing fees, where applicable.
Once we are appointed, our Company Secretary will ensure all documents prepared by us are prepared professionally and stored with proper digital records.
ACRA has rulings that allow them to fine companies that miss filing deadlines, omitted filings, or have error in their filings and/or documents. Our team will ensure you are reminded of any filing deadlines, ensure the required resolutions are prepared and filed, so that you do not have to worry about compliance and fines.
The benefits are having a professional company secretary with up-to-date knowledge of regulatory requirements for (i) the maintenance of your company documents required for statutory records. (ii) keep you updated regarding regulatory changes. This allows you as a business owner to focus on more pressing matters relating to your business.
You must register a business if you are carrying out any activity for profit on an ongoing basis unless you are exempted. The minimum age for registration is 18 years old.
Your business is exempted from registration if:
- You choose to conduct business using your full name as reflected in your NRIC.
- You choose to conduct the business with one or more partners using their full names as reflected in their NRICs.
There are several advantages of incorporating a business, such as:
- Allowing members of public to search and verify information about your business and its owners.
- Making it easier for customers to identify, find and transact with your business.
- Allowing you to participate in government tenders and secure intellectual property or patents for new products and technology.
- Giving your business access to governmental funding, such as those made available by Enterprise Singapore.
Additionally, if you choose to incorporate a company or set up a limited liability partnership (instead of registering a sole-proprietorship or partnership), your personal and business finances are separated. This means your personal liabilities are limited i.e. in case the business is sued, you are not in danger of losing your personal assets.
All Corporate Secretarial firms are required by ACRA to:
- identify its customers (directors and shareholders) and agents, if any, and verify their identities;
- where there is a beneficial owner who is not the customer, identify the beneficial owner, and take reasonable measures to verify the beneficial owner’s identity; and
- obtain information on the purpose and the intended nature of the business relationship.
Hence, we perform background check on all the directors and shareholders in the incorporation of a company, and whenever we takeover as a company secretary.
A foreigner can start a business in Singapore by first incorporating a company for the conduct of the business.
Starting a business entity (a company) in Singapore is simple. All you need is to incorporate a company and inject the necessary capital for the business. We can take care of your incorporation needs, please refer to our incorporation package here
Yes, incorporation of a company in Singapore can be done abroad. However, this will require a resident director (a local Singaporean) to be appointed as the director of the company at incorporation.
The registration or incorporation of a company in Singapore is a straightforward process, as long as you have legitimate, transparent documentations (local or foreign) and complete documents. As company secretary, we can set up your company within 1 business day after we receive all the required documents from you.
Please refer to our incorporation package here
You must register a business if you are carrying out any activity for profit on an ongoing basis unless you are exempted. The minimum age for registration is 18 years old.
Your business is exempted from registration if:
- You choose to conduct business using your full name as reflected in your NRIC.
- You choose to conduct the business with one or more partners using their full names as reflected in their NRICs.
