Corporate Secretarial Services

Under Section 171 of Singapore Companies Act Charter 50, a company is required to appoint a Company Secretary within 6 months of its incorporation.

A company secretary must be either of

  • Singapore citizen or permanent resident
  • Holder of Singapore Employment Pass / EntrePass / Dependant Pass
  • Costs : SGD 900 per annum (excl GST)  for named secretary plus services stated below

Board Meetings

  • Coordinating the company’s formal decision making and reporting process.
  • formulating meeting agendas with the chairman and /or the chief executive.
  • attending meetings and taking minutes.
  • maintaining minute books.
  • certifying copies of minutes; and
  • ensuring that correct procedures are followed.

General Meetings

  • Obtaining internal and external agreements to all documentation for circulation to shareholders.
  • coordinating the administration and attending of meetings and taking minutes
  • ensuring that correct procedures are followed.

Company Constitution

  • Ensuring that the company complies with its constitution
  • drafting and incorporating amendments in accordance with the correct procedures.

Statutory Registers and Books

  • Maintaining statutory registers.

Statutory Returns

Updating ACRA on:

  • Any changes in the director(s) of a company or particulars relating to director(s);
  • changes to a director’s name or residential address.
  • removal from office in accordance with the Act or constitution.
  • disqualification from holding office.
  • appointments/resignations/deaths.
  • annual returns.
  • change of company name.
  • adoption, alteration and revocation of constitution, and issue of shares.
  • any other changes that require updating with ACRA.

Report and Accounts

  • Coordinating the publication and distribution of the company’s annual report, accounts and interim statement
  • the preparation of the directors’ report.

Share Registration

  • Maintaining the company’s register of members.
  • assisting with transfers and other matters affecting shareholdings
  • attending to the queries and requests from shareholders.

Shareholder Communication

  • Communicating with the shareholders (i.e. through circulars);
  • payment of dividends and interest.
  • issuing documentation regarding rights and capitalization issues.
  • general shareholder relations
  • relations with institutional shareholders and their investment protection committees.

Shareholder Monitoring

  • Monitoring movements on the register of members to identify an apparent ‘stake-building’ in the company’s shares by potential takeover bidders; and
  • making inquiries of members as to beneficial ownership of holdings.

Share and Capital Issues, Transfers and Restructuring

  • Implementation of changes in the structure of the company’s share and loan capital and devising
  • implementing and administering directors’ and employees’ share participation schemes.

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.

Corporate Governance

  • Reviewing developments in corporate governance
  • 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.

Non-Executive Directors

Acting as a channel of communication and information for non-executive directors.