Everything a Singapore startup founder should know about how to get the company’s accounting and secretarial records in order before an investor comes in.
Event at The HUB Singapore on 28 August 2014. More here: http://futurebooks.com/blog/investor-coming-rescue-needed-sos/13119
3. WHAT WE
WILL COVER
What investors look for in a company
Company secretarial documents every
startup must have
Financial reports investors need
How to plan about a rescue if it’s all a mess
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5. WHAT INVESTOR
LOOKS AT
Financial health:
• Financial income (P&L), position (B/S) and
potential (Forecast)
• All bookkeeping and tax filings records up
to date
Compliance health:
• Record and document for every decision of
directors and shareholders
• All statutory filings and records up to date
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8. COMPLIANCE BIG 3S –
INTERNAL MANAGEMENT
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Shareholders
Directors
Officers /
Company
Secretary
9. COMPLIANCE
HEALTH CHECK
Current shareholders
Current directors
Company secretary
The agreements in place:
• Founders Agreement
• Memorandum and Articles of Association
• Shareholders Agreement
Company Secretarial records are up to
date
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10. COMPLIANCE RECORDS
STARTUPS MUST HAVE - 1
Copy of the Notice confirming
Incorporation
Copy of the latest Memorandum and
Articles of Association (M&AA)
Copy of physical Share Certificates
Common seal
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11. COMPLIANCE RECORDS
STARTUPS MUST HAVE - 2
Copy of Directors Resolution/s
Copy of Members Resolution/s
Copy of all the Accounting and Corporate
Regulatory Authority (ACRA) filings
Copies of all the Financial Statements
prepared and signed
Company’s registers - directors and
officers, members, share allotment,
share transfer
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12. WHY COMPLIANCE RECORDS
Who can be appointed as a Company
secretary?
Professional with Specialized knowledge on
Companies Act
Why is it important for a company?
Shows the investor that the company is in
‘good standing’ and is compliant at all times
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13. COMPLIANCE DUE
DILIGENCE & RESCUE
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Compliance
health
Due
diligence
Secretarial
rescue
14. DIY
DUE DILIGENCE
Who is the company secretary
Where is the common seal and company
stamp
Where are the share certificates
Is the company secretarial file up to date
Any notifications from ACRA
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15. PROFESSIONAL DUE DILIGENCE:
STAGE 1 – DOCUMENTS COLLECTION
Latest Business Profile
Latest M&AA
ACRA screenshots for all the lodgments made from
incorporation till date
Business Profile purchased after each lodgment
Signed Minutes of the Board meeting / Directors Resolution in
writing from incorporation till date
Signed Minutes of the Shareholders meeting / Consent to
written resolution by members from incorporation till date
Copies of all supporting documents for effecting the changes
with ACRA
Copy of company’s registers
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16. PROFESSIONAL DUE DILIGENCE:
STAGE 2 - REVIEW
Based on ACRA extracts and lodgement:
Review the list of ACRA lodgments made from incorporation of till
date
Review the company secretarial file
Based on M&AA - review on:
Directors proceedings
Shareholders proceedings
Changes to share capital including specific provisions relating to
share transfers, share allotment etc
Allotment of classes of shares including preference shares,
debentures etc
Report any other specific article for the company
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17. PROFESSIONAL DUE DILIGENCE:
STAGE 3 - REPORT
Compliance Status Report includes:
List of changes in the company and the
related compliance status
Missing documents (if any)
Timeliness of effecting the changes in the
company
Where the compliance is up to date – a
Compliance Certificate will be issued
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18. WHEN DO YOU NEED
COMPLIANCE RESCUE
The company was incorporated DIY style
online and there are no secretarial records at
all
The Company Profile doesn’t reflect the true
company structure - shareholders, directors,
business activity, capital
You have a company secretarial file but are
not sure if it is complete or accurate
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19. COMPLIANCE RESCUE -
SUMMARY
Company secretarial rescue would broadly
cover:
• Provide a due diligence report with missing
documents and filings (if any)
• Re-create missing documents
• File correct lodgements with ACRA
• Update the statutory records
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21. WHAT INVESTOR
LOOKS AT
Now - Accurate financial records from the
date of incorporation till today:
Income Statement (Profit & Loss)
Balance Sheet
Cash Flow Statement
Moving forward - Financial plans:
Forecast
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22. WHEN YOU NEED
BOOKKEEPING RESCUE
Income looks negative!
Undeposited funds
Bank statement balance does not match
your bookkeeping records
You just haven’t started proper
bookkeeping yet
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23. PROFESSIONAL
BOOKKEEPING RESCUE
Get all the bookkeeping records ready (cheque
butts, receipts, bank statements, personal
expense claims). Bookkeeper will then:
• Process backlog of accounts
• Work based on limited information available
• Correct errors
• Identify nature of unusual trends in numbers
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24. WHEN IS A GOOD TIME
FOR RESCUE
You are getting an investment
You are applying for a government grant
You are applying for a loan
For showcasing good compliance
For filing annual returns with ACRA and
IRAS
For passing audit successfully
For your peace of mind
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Editor's Notes
What is the role of a Company Sec?
Who can Act
Are there any give away to find a good Company secretary?
What are the Important dates/ event a Business owner will need to comply with
Informing ACRA of the changes in the Business structure
Who is a Company Secretary?
A professional with through knowledge of the various Compliances a Company will need to comply with (from Start to end)
Co Sec service providers Price war
Is pricing the only criteria? (let me share with you 5 most important criteria)
What is the role of a Company Sec?
Who can Act
Are there any give away to find a good Company secretary?
What are the Important dates/ event a Business owner will need to comply with
Informing ACRA of the changes in the Business structure
Who is a Company Secretary?
A professional with through knowledge of the various Compliances a Company will need to comply with (from Start to end)
Co Sec service providers Price war
Is pricing the only criteria? (let me share with you 5 most important criteria)
What is the role of a Company Sec?
Who can Act
Are there any give away to find a good Company secretary?
What are the Important dates/ event a Business owner will need to comply with
Informing ACRA of the changes in the Business structure
What is the role of a Company Sec?
Who can Act
Are there any give away to find a good Company secretary?
What are the Important dates/ event a Business owner will need to comply with
Informing ACRA of the changes in the Business structure
What is the role of a Company Sec?
Who can Act
Are there any give away to find a good Company secretary?
What are the Important dates/ event a Business owner will need to comply with
Informing ACRA of the changes in the Business structure
What is the role of a Company Sec?
Who can Act
Are there any give away to find a good Company secretary?
What are the Important dates/ event a Business owner will need to comply with
Informing ACRA of the changes in the Business structure
We can show Balance Sheet.
We can show Balance Sheet.
We can show Balance Sheet.
When you start talking to a Co Sec, you may come across a few of there technical jargons.
Let me help you familiarize with certain jargons the Company Secretary uses in his/ her daily correspondences
What is the role of a Company Sec?
Who can Act
Are there any give away to find a good Company secretary?
What are the Important dates/ event a Business owner will need to comply with
Informing ACRA of the changes in the Business structure