Singapore Company Secretary Services

A private limited company in Singapore is comprised of its Officers, namely its Director, Company Secretary, CEO or Managing Director and Auditor.

Every company must appoint a company secretary within 6 months of incorporation.

Please note that during the corporate secretarial transition, you must ensure succession. The role of company secretary cannot be left vacant for more than 6 months.

Any person who is a natural person and a local resident in Singapore, whose normal place of residence is in Singapore could be appointed as company secretary of a Singapore company.

Local resident here refers to a Singapore citizen, a permanent resident, or an EntrePass holder.

Please note that the sole director of a company cannot serve as a company secretary.

After appointment, he/she would be responsible to take up statutory duties as stipulated by the Singapore Companies Act. You may appoint an Officer that qualifies, or a professional person from a Registered Filing Agent.

Yes, a shareholder can take up the role of a company secretary in Singapore, as long as they fulfil the criteria mentioned above.

Besides fulfilling the statutory requirement for the initial setup of your Singapore business, the company secretary may also perform the following duties to ensure that the company is in compliance, and facilitate any corporate resolutions required in your day-to-day basis.

Preparation of directors’ resolutions such as resolutions for change of officers or shareholders, change of bank signatories, change of registered office address, transfer of shares, or dividend declarations.

Preparation of annual returns and other secretarial documents relating to the holding of Annual General Meetings.

Preparation of secretarial documents relating corporate appointments, resignations and / or deaths.

Preparation of prescribed forms for lodging with Accounting and Corporate Regulatory Authority (ACRA) via Bizfile.

Updating and maintenance of the statutory registers and minute books of the Company.

Attending to the auditors on their annual audit of the statutory registers and minute books and preparing the representation letter as to minutes for statutory audit purposes (extra fees apply).

Provision of a nominee to act as Company Secretary.

General advice on filing

A company secretary plays a vital role in your organisation by ensuring compliance with statutory and regulatory requirements. This is particularly important when you ask, why set up a holding company. Holding companies can be complex legal entities that require maintaining accurate records, timely lodging of necessary documents, managing shareholder communications, and more. By engaging a professional company secretary service, you ensure these important aspects are effectively taken care of, allowing you to focus more on making your holding company successful.

Your financial year end (FYE) refers to the end of your company’s accounting period, normally recurring every 12 months. In Singapore, this needs to be decided upon incorporation. It could be any month and does not necessarily need to fall on March, June, September or December.

By default, we recommend that clients choose an FYE that would be the 12th month from the date of your incorporation. E.g., Incorporation in July 2010, first FYE will fall on June 2011.

However, you may wish to take into account the following factors into account:

Coordinating with global or regional headquarter reporting months

Considerations of tax exemptions

Any company seasonal business activities

To elaborate the tax exemption consideration: Let’s say as a new start-up company you are eligible for 3 years of tax benefits and your incorporation day is July 2010. Should you elect to have your FYE to fall on December 2010, your first YA (Year of Assessment) would be counted as July-December 2010, with January-December 2011 as your 2nd YA. Any financial period which is longer than 12 months will be considered as 2 YA by IRAS for tax exemption purposes.

If you would prefer to max out your tax exemption periods, you should have elected to set your FYE on the last day of the 11th month from your date of incorporation.

You may stretch your FYE to longer than 12 months, but unless otherwise approved by the Registrar, the duration of a company’s financial year must not be more than 18 months in the year of incorporation.

All Singapore incorporated companies are required to hold an Annual General Meeting (AGM) of shareholders once every calendar year so that business matters can be discussed (e.g., dividend policy for the year).

For listed companies the AGM must be held within 4 months of the FYE. For any other companies the AGM must be held within 6 months of the FYE. Annual returns must be filed within one month of AGM date.

Towards the end of your FYE, your corporate service provider would compile the Management Accounts (MA) for you based on the bank statements and company transactions information you provide. We would subsequently review your Unaudited Financial Statements (UFS), or work with auditors locally for companies requiring audit. With both in place, we would proceed towards AGM stage where resolutions would be drafted up for you. Once you have carried out your AGM and signed the relevant documents, Annual Returns can take place and the process is done for the financial year.

Private dormant relevant companies (dormant, not listed, nor subsidiary of a listed company, and has total assets < = $500,000) are exempt from preparing financial statements and XBRL filing. They are also not required to hold AGMs. You may refer to ACRA’s website for official guidance on AGM exemptions.

However, a similar accounting record and management accounts are required. ECI and Form-C is also required to be submitted to IRAS.

All Singapore companies must file an annual corporate income tax return with the Inland Revenue Authority of Singapore (IRAS). The deadline for filing is November 30 of each year. The corporate income tax rate in Singapore is 17%. However, there are several deductions and exemptions that can reduce the amount of tax payable.

A Singapore company secretary can help with ECI filing, including calculating and filing the ECI return, reminding you of the deadline, and providing advice. They can also assist with corporate compliance matters, such as registering your company, maintaining records, administering AGMs, and providing secretarial services for your board of directors.

The share capital of a Singapore company is the amount of money its shareholders invested in the business to carry out its undertakings. According to the Companies Act, the minimum issued capital must be at least S$1. However, there is no minimum paid up capital required, meaning a company can have issued a portion of capital that remains unpaid.

Whilst the minimum issued capital is S$1, there is no minimum paid up capital for Singapore private companies.

To illustrate, let’s say you have incorporated a company, issuing 1,000,000 of capital whilst your shareholders have paid up 100,000 in full. You would have 100,000 of paid-up capital and 900,000 of unpaid share capital. It is not uncommon to see unpaid share capital in small companies, where a portion of monies due for allotment of shares have not been paid and remain due to the company indefinitely.

There is no one size fit all approach.

Generally, you may choose to issue capital according to your shareholding split requirements. A higher paid-up capital adds credibility to your Company, especially when dealing with investors and stakeholders.

For businesses needing to applying business visas (Employment Pass – EP) for their senior managers or overseas, it is common to see the parent company investing paid-up capital no less than S$50,000 SGD to show their financial commitment and ability to local expansion and hiring.

The paid-up capital of the company can be freely utilized towards company's business expenses, such as paying for suppliers, employees, EP holders, Director salaries, among others. There is no requirement that this money must be locked in the bank account for any specific period of time. However, should you withdraw this for personal purpose, it would be regarded as a loan from the company.

Should you intend add investors or change the existing shareholding ratio, you may issue new shares and paid-up capital for your company any time after incorporation. Your new shareholders can subscribe to your newly issued shares, or existing shareholders can buy more shares to change the shareholding split.

An ordinary resolution has to be passed and a return of allotment has to be filed with ACRA. The procedure to issue new shares may vary from company to company and is usually defined in your company’s constitution. If in doubt, you are recommended to check with your corporate secretary for assistance.

Subject to restrictions and guidance provided by the Company’s Constitution, you are free to sell or transfer shares in your company to any new or existing shareholders for reasons such as fund raising, gifting, or retirement.

There are 8 general steps to follow for share transfers, namely:

Draft of contract stating the basis of the transfer

Check restrictions from Constitution for any shareholder pre-emptive rights

Sign the instrument of transfer

Board approval and resolution in writing within 30 days

Paying stamp duty to IRAS within 14 days

Transferrer to surrender their original share certificate

Lodgement with ACRA and submit notice of transfer

Issuance of new share certificate within 30 days of lodgement

The majority of companies dealing with share transfers would employ professional company secretary help to ensure compliance with the various statutory deadlines along the way, as late stamping, lodgement or transfer of documents may attract financial penalties.