Corporate Secretarial Services

Making sure your business stays on the right side of the authorities isn’t something you
can entrust to just anybody.

The etymology of the word, “secretary” describes the bearer of this title as someone entrusted with confidential matters. Given that statutory registers and records are among a company’s most important documents, you would do well to find a trustworthy entity to perform your corporate secretarial duties in Singapore.

The role, however, goes way beyond merely holding vital business papers for safekeeping. A corporate secretary must be familiar with the Singapore Companies Act and the various requirements stipulated by the Accounting and Corporate Regulatory Authority (ACRA) and the Inland Revenue Authority of Singapore (IRAS). If your business is a public company, your corporate secretary must also either be a registered public accountant, a member of the Institute of Certified Public Accountants of Singapore, or a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators (SAICSA).   The stiff penalties meted out to directors and their companies for late or non-compliance with the mandates of the Companies Act only served to emphasise the magnitude of the corporate secretary’s duties.

Find out why these duties and the documents that pertain to them are in good hands with U Ventures.

Why choose U Ventures to provide your corporate secretarial services in Singapore?

  • Our goal is to help you achieve your business goals by taking care of your corporate secretarial duties, thereby allowing you to focus on your core competencies.
  •  As accounting professionals, we understand compliance frameworks and what is a corporate secretarial services provider expected to do.
  • We have more than 10 years of extensive experience in accountancy, management, banking and entrepreneurship.
  • Our corporate secretarial services fees are reasonable and deductible according to the IRAS.
  • As a provider of comprehensive accounting solutions we can offer you a company secretarial services package that includes bookkeeping and tax compliance.

What exactly are corporate secretarial services?

In enforcing the Companies Act, ACRA stipulates that companies have six months from the date of its incorporation to appoint a corporate secretary. The secretary must be a Singapore resident or have a Singapore Employment Pass, and cannot be the company’s sole director. It is the responsibility of the corporate secretary to ensure the company’s compliance with the Companies Act. This means that the secretary may be held liable should the company fail in its compliance. As compliance involves several duties such as filing documents, preparing for meetings and liaising with the authorities, many companies look to a corporate secretarial services provider to perform these duties for them.

Count on U Ventures for your corporate secretarial requirements.

As your corporate secretary, the duties we discharge on your behalf include:

1. Maintaining your company’s statutory registers and books, which include the registers of members, directors, secretaries, managers, and auditors; charges over the company’s assets, and the shareholdings of directors

2. Filing any and all changes in your company’s statutory records at ACRA, such as appointments and resignation of officers, approved changes in the company name, and changes in the Memorandum & Articles of Association

3. Preparing for board meetings with your company’s directors, including your Annual General Meetings, which involves the agenda and the circular resolutions of the directors

4. Keeping your company’s corporate seal and ensuring its correct usage.

5. Making sure that your annual return or AR filing is completed on time

6. Making sure that the company abides by its own constitution, as well as incorporating constitutional amendments as necessary

7. Monitoring and communicating with your company’s shareholders and non-executive directors, which includes addressing shareholder queries

8. Providing legal advice pertaining to the Companies Act as well as corporate governance advisory.

9. Carrying out the share participation schemes of the company’s directors and employees, as well as any changes in the structure of the company’s share and loan capital and devising

10. Taking part in corporate acquisitions and disposals, ensuring effective documentation and proper commercial evaluation before a transaction is completed

We answer your Frequently Asked Questions about corporate secretarial services in Singapore:

How do I choose a good corporate secretary for my company?
ACRA requires the company directors to make sure that the corporate secretary they choose has the necessary experience and knowledge, and will be able to perform all the required duties. The corporate secretary should know the company’s business operations inside and out, and be up to date with the latest government benefits and schemes to be able to provide relevant advice when needed. Superior communication and management skills are also a must, as the corporate secretary will have to coordinate with shareholders and directors, as well as with ACRA, the IRAS, the Singapore Exchange and other authorities.
Why should I outsource my corporate secretarial services?
In light of the required expertise and qualifications, many companies prefer to delegate the duties of a company secretary to a corporate secretarial services provider. This not only ensures the correct and punctual fulfilment of a company’s corporate secretarial requirements, but also allows it to concentrate on the other aspects of its business operations.
What are the penalties for mistakes made by the corporate secretary?

A company faces severe penalties for mistakes committed by its corporate secretary—if the company fails to lodge its Annual Return within 30 days from the date of the Annual General Meeting, for instance, ACRA says that the company and every officer of the company who is in default shall be liable on conviction to a fine of up to SGD5,000, as well as to a default penalty.

What if I want to change my company secretary?
Should you wish to change your company secretary or outsource your corporate secretarial services, you may pass a board resolution to accept the resignation of the incumbent secretary, provided that he is willing to resign. If the company secretary is unwilling to step down, provisions in the company’s constitution pertaining to the secretary’s removal must be followed. In either case, the company must inform ACRA of the change, and may use BizFile+ to do so.
Do we really need to use our corporate seal?
The corporate or company seal entrusted to the company secretary is used for validating documents such as contracts, deeds and share certificates.  This seal is also referred to as a common seal, under which the company secretary might be asked to execute official documents. As of March 2017, however, Parliament has lifted the requirement for companies in Singapore to have a company seal. At present, any documents on which the seal might have been used may now be executed with the signature of the company secretary and one company director.
What is “striking off” a company?
One of the functions of the corporate secretary is facilitating the striking off of the company, which is simply the opposite of company registration, or the removal of the company’s name from the Register of Companies. In the event of business closure, the corporate secretary may apply to strike off the company, which may also be done using BizFile+.


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