Singapore's Corporate Compliance | Corporate Deadlines | ACRA Filing
Corporate secretarial services is a complex if not a tad too complicated to be handled without proper experience and training. Accounting and Corporate Regulatory Authority (ACRA) is the governing body that sets the reporting compliance standards in Singapore. If ACRA does not receive the company's annual reports on time, the company secretary or nominated company secretary will be contacted to act in this capacity. Many Singaporean entrepreneurs and companies find that appointing a competent corporate secretarial service is a fuss-free way to simplify administrative tasks, thus resulting in error-free statutory compliance.
Areas of Concern for a Company's Corporate Secretary
a. Maintenance and Updating of Statutory Registers Book
b. Filing to ACRA pertaining to any changes in Statutory Boards
c. Preparation for Board of Director's Meeting
d. Preparation of Minutes from Annual General Meetings
e. Custodian of the Company Seal and Ensuring its proper usage
f. Reminding to Compliance Requirements before due dates
According to Chapter 50 of the Singapore Companies Act, a registered company in Singapore is required to appoint a Corporate Secretary within 6 months of successful incorporation. This person will, by default, be the administrative officer the the Company and will be responsible for the smooth functioning of the board procedures in compliance with the law. When appointing a Company Secretary in Singapore, you should take note that he/she is: a permanent resident of Singapore, or holding on to either an Employment Pass, Dependent Pass or EntrePass.
Advantages of Outsourcing your Company's Corporate Secretary in Singapore
It is highly recommended that the Company's Corporate Secretary be outsourced (especially for SMEs) to a competent corporate secretarial service provider in Singapore. It is almost necessary to appoint a reliable Corporate Secretary due to its complex requirements and non-core nature of the tasks.
Filing online with ACRA requires the Corporate Secretary to have a 'Professional PIN'. Without this PIN, it is not possible to appoint a foreign shareholder. To get a PIN, the Corporate Secretary must posses industry acknowledged qualifications and certified to have and legally, use the Professional PIN.
An inexperienced Corporate Secretary may proceed with the required filing online but may not produced the correct resolution or proper documentation. For example, using SingPass to file a change of the Company's Registered Address, without passing or having a paper resolution. This will result in penalty charges being incurred and is very time-consuming.
Similarly, an inexperienced Corporate Secretary may incorrectly establish the financial year-end, as a result the Company may be reporting revenue losses in paid taxes.
Mistakes by inexperienced Corporate Secretary may also invalidate a change. For example, appointing a new shareholder using a resolution without holding the mandatory Extraordinary General Meeting will result in the newly appointed shareholder will be seen as null in Singapore's court of law.
Compliance with the Companies Act is a serious matter not to be taken lightly. Mistakes can mean that changes later become invalid in the court of law. Worse still, a secretary who is guilty of an offence under the Companies Act is liable for fines and even imprisonment.
In a nutshell, a good company secretary however will protect the directors and shareholders in the company, by ensuring they follow the enacted Singapore Companies Act. In addition, a competent and reliable Corporate Secretary will render assistance to its Client to avoid paying unnecessary penalty charges and embarrassment by providing professional and high quality services.
Areas of Concern for a Company's Corporate Secretary
a. Maintenance and Updating of Statutory Registers Book
b. Filing to ACRA pertaining to any changes in Statutory Boards
c. Preparation for Board of Director's Meeting
d. Preparation of Minutes from Annual General Meetings
e. Custodian of the Company Seal and Ensuring its proper usage
f. Reminding to Compliance Requirements before due dates
According to Chapter 50 of the Singapore Companies Act, a registered company in Singapore is required to appoint a Corporate Secretary within 6 months of successful incorporation. This person will, by default, be the administrative officer the the Company and will be responsible for the smooth functioning of the board procedures in compliance with the law. When appointing a Company Secretary in Singapore, you should take note that he/she is: a permanent resident of Singapore, or holding on to either an Employment Pass, Dependent Pass or EntrePass.
Advantages of Outsourcing your Company's Corporate Secretary in Singapore
It is highly recommended that the Company's Corporate Secretary be outsourced (especially for SMEs) to a competent corporate secretarial service provider in Singapore. It is almost necessary to appoint a reliable Corporate Secretary due to its complex requirements and non-core nature of the tasks.
Filing online with ACRA requires the Corporate Secretary to have a 'Professional PIN'. Without this PIN, it is not possible to appoint a foreign shareholder. To get a PIN, the Corporate Secretary must posses industry acknowledged qualifications and certified to have and legally, use the Professional PIN.
An inexperienced Corporate Secretary may proceed with the required filing online but may not produced the correct resolution or proper documentation. For example, using SingPass to file a change of the Company's Registered Address, without passing or having a paper resolution. This will result in penalty charges being incurred and is very time-consuming.
Similarly, an inexperienced Corporate Secretary may incorrectly establish the financial year-end, as a result the Company may be reporting revenue losses in paid taxes.
Mistakes by inexperienced Corporate Secretary may also invalidate a change. For example, appointing a new shareholder using a resolution without holding the mandatory Extraordinary General Meeting will result in the newly appointed shareholder will be seen as null in Singapore's court of law.
Compliance with the Companies Act is a serious matter not to be taken lightly. Mistakes can mean that changes later become invalid in the court of law. Worse still, a secretary who is guilty of an offence under the Companies Act is liable for fines and even imprisonment.
In a nutshell, a good company secretary however will protect the directors and shareholders in the company, by ensuring they follow the enacted Singapore Companies Act. In addition, a competent and reliable Corporate Secretary will render assistance to its Client to avoid paying unnecessary penalty charges and embarrassment by providing professional and high quality services.
Under the Companies (Amendment) Act 2017, private companies are exempted from holding AGMs if they send their financial statement to members within 5 months after the Financial Year End (FYE).
However the following conditions will be put in place,
(a) Member(s) who wish to request for an AGM must notify the company to hold its AGM no later than 14 days before the last day of the 6th month after FYE;
(b) Director(s) must hold the AGM within 6 months after FYE if notified by any member of the company. Time extension to hold AGM may be granted subjected to approval from Registrar; and
(c) Private companies must hold a general meeting to lay financial statements if any members or auditors request for it no later than 14 days after the submission of financial statements.
Further information regarding the latest statutory requirements for AGM and filing of Annual Returns (AR), can be found in ACRA's website.
However the following conditions will be put in place,
(a) Member(s) who wish to request for an AGM must notify the company to hold its AGM no later than 14 days before the last day of the 6th month after FYE;
(b) Director(s) must hold the AGM within 6 months after FYE if notified by any member of the company. Time extension to hold AGM may be granted subjected to approval from Registrar; and
(c) Private companies must hold a general meeting to lay financial statements if any members or auditors request for it no later than 14 days after the submission of financial statements.
Further information regarding the latest statutory requirements for AGM and filing of Annual Returns (AR), can be found in ACRA's website.
The statutory requirements for the preparation of annual financial statements, conduct of Annual General Meetings (AGMs) and the filing of Annual Returns (AR) are as follows:
|
Requirements |
Companies Act |
Filing Annual Returns |
The Annual Return must be filed with the Registrar within one month after AGM |
Section 197 |
Audited / Unaudited Accounts |
For a public listed company or quoted on the securities exchange in Singapore: Accounts presented at the AGM shall be made up to a date not more than 4 months before the AGM All other company: Accounts presented at the AGM shall be made up to date not more than 6 months before the AGM |
Section 201 |
The company's shareholders attending the AGM are informed of the financial status of the company in the previous financial year. This also gives shareholders the opportunity to engage with the directors of the company. Prompt & timely filing of the financial statements and the AR enable interested shareholders to obtain up-to-date information on the company and its financial status. At the same it also ensures that corporate data of registered companies in ACRA's custody are updated and accurate.