Singapore Company Secretary Guide


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In accordance with the Singapore Companies Act, you are required to appoint a Company Secretary within six months of incorporating your Singapore company. This guide lists the responsibilities of a Company Secretary.

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Singapore Company Secretary Guide

  2. 2. COMPANY COMPANY SECRETARY GUIDE In accordance with the Singapore Companies Act, you are required to appoint a Company Secretary within six months of incorporating your Singapore company. Rikvin can provide your firm with the services of a Company Secretary. A Company Secretary must be either a 1) Singapore resident (a Singapore citizen or permanent resident) or 2) holder of Singapore Employment Pass/ EntrePass/Dependant Pass. RESPONSIBILITIES OF A COMPANY SECRETARY In addition to ensuring compliance with relevant legal requirements, a Company Secretary has the following areas of responsibilities: 1. Board Meetings 5. Statutory Returns • Coordinating the company’s formal decision Updating ACRA on: making and reporting process; • formulating meeting agendas with the • any changes in the director(s) of a company chairman and /or the chief executive; or particulars relating to director(s) • attending meetings and taking minutes; • changes to a director’s name or residential • maintaining minute books; address • certifying copies of minutes; and • removal from office in accordance with the • ensuring that correct procedures are Act or constitution followed. • disqualification from holding office • appointments/resignations/deaths 2. General Meetings • annual returns • change of company name • Obtaining internal and external agreements • adoption, alteration and revocation of to all documentation for circulation to constitution shareholders; • issue of shares • coordinating the administration and • any other changes that requires updating attending of meetings and taking minutes; with ACRA and • ensuring that correct procedures are 6. Report and Accounts followed. • Coordinating the publication and distribution 3. Company Constitution of the company’s annual report, accounts and interim statement; and • Ensuring that the company complies with its • the preparation of the directors’ report. constitution; and • drafting and incorporating amendments in 7. Share Registration accordance with the correct procedures. • Maintaining the company’s register of 4. Statutory Registers and Books members; • assisting with transfers and other matters • Maintaining statutory registers. affecting shareholdings; and • attending to the queries and requests from shareholders.Last Updated on 13 February 2012 Copyright © 2012 Rikvin Pte Ltd
  3. 3. 8. Shareholder Communication 13. Non-Executive Directors• Communicating with the shareholders • Acting as a channel of communication and (i.e. through circulars); information for non-executive directors.• payment of dividends and interest;• issuing documentation regarding rights issues 14. Company Seal and capitalization issues;• general shareholder relations; and • Ensuring the safe custody and proper use of the• relations with institutional shareholders and company seal if provided for in the company their investment protection committees. constitution.9. Shareholder Monitoring 15. ACRA Compliance Alert & Reminders• Monitoring movements on the register of • Rikvin will duly notify you on filing deadlines members to identify an apparent ‘stake- and compliance matters. building’ in the company’s shares by potential takeover bidders; and• making inquiries of members as to beneficial ownership of holdings.10. Share and Capital Issues, Transfers and Restructuring• Implementation of changes in the structure of the company’s share and loan capital and devising; and• implementing and administering directors’ and employees’ share participation schemes.11. Acquisitions and Disposals• Participating as a key member of the company team to implement corporate acquisitions and disposals;• protecting the company’s interests by ensuring the effectiveness of all documentation and that due diligence disclosures enable proper commercial evaluation prior to completion of the transaction.12. Corporate Governance• Reviewing developments in corporate governance; and• advising and assisting the directors with respect to their duties and responsibilities and compliance with their personal obligations under company law and, if applicable Stock Exchange requirements.Last Updated on 13 February 2012 Copyright © 2012 Rikvin Pte Ltd
  4. 4. Helpful Links:Company RegistrationImmigrationAccountingTaxation ServicesOffshore IncorporationRIKVIN PTE LTD20 Cecil Street, #14-01, Equity Plaza, Singapore 049705Main Line : (+65) 6438 8887Fax : (+65) 6438 2436Email : info@rikvin.comWebsite : www.rikvin.comReg No 200100602KEA License No 11C3030This material has been prepared by Rikvin for the exclusiveuse of the party to whom Rikvin delivers this material.This material is for informational purposes only and hasno regard to the specific investment objectives, financialsituation or particular needs of any specific recipient.Where the source of information is obtained from thirdparties, Rikvin is not responsible for, and does not acceptany liability over the content. Copyright © 2012 Rikvin Pte Ltd