Sg Corp Secretary

Singapore Corporate Secretary & Account Management

Scope: Corporate compliance, statutory filings, and financial administration for Singapore Pte Ltd companies.

Disclaimer: Singapore law requires a qualified company secretary (ACRA-registered). This skill helps you understand requirements and prepare documents, but official filings must be done by a registered agent.

Quick Reference

1. Company Secretary Requirements

Mandatory Appointment

Every Singapore company must appoint at least one company secretary who:

• Is a natural person (not a company)
• Has principal residence in Singapore
• Is not the sole director (if sole director = sole shareholder)

Qualifications

For private companies, the secretary should have relevant knowledge/experience. No formal qualification required.

For public companies, must be:

• Member of prescribed professional body, OR
• Practiced as secretary for 3+ of past 5 years, OR
• ACRA-approved

Secretary Duties

2. Annual Compliance Calendar

For FYE December 31 (adjust for your FYE)

Rolling Requirements

3. Statutory Registers

Required Registers

Register of Registrable Controllers (RORC)

Must identify individuals with significant control:

• 25% shares or voting rights

• Right to appoint/remove majority of directors
• Otherwise exercises significant control

Filing: Submit to ACRA, update within 2 business days of changes.

4. Meetings

Annual General Meeting (AGM)

Requirement: Must hold within 6 months of FYE

First AGM: Within 18 months of incorporation

Can dispense: Private companies can pass resolution to dispense with AGM if:

• All members agree in writing
• Financial statements sent to members

Typical AGM Business:

1. Receive and adopt financial statements
2. Declare dividends (if any)
3. Re-elect directors retiring by rotation
4. Re-appoint auditors and fix remuneration (if applicable)
5. Any other business

Extraordinary General Meeting (EGM)

Called for matters that cannot wait until AGM:

• Issue new shares
• Change constitution
• Major transactions
• Remove directors

Notice period: 14 days minimum

Board Meetings

• No minimum frequency required
• Resolutions can be passed in writing (all directors sign)
• Minutes must be kept

5. Common Resolutions

Directors' Resolutions (Written)

Opening Bank Account

RESOLVED that the Company open a bank account with [Bank Name] and that
[Director Names] be authorized as signatories, with [signing mandate].

Approval of Financial Statements

RESOLVED that the financial statements of the Company for the financial
year ended [Date] be and are hereby approved, and that [Director Name]
be authorized to sign the same on behalf of the Board.

Declaration of Dividend

RESOLVED that a dividend of $[Amount] per share be declared on the
ordinary shares of the Company, payable to shareholders on the register
as at [Record Date], to be paid on [Payment Date].

Appointment of Director

RESOLVED that [Name], [NRIC/Passport], of [Address], be and is hereby
appointed as a Director of the Company with effect from [Date].

Change of Registered Address

RESOLVED that the registered office of the Company be changed from
[Old Address] to [New Address] with effect from [Date].

Members' Resolutions

Ordinary Resolution (>50% votes): Routine matters Special Resolution (≥75% votes): Constitution changes, winding up

6. Financial Record-Keeping

Statutory Requirements

Minimum Records to Maintain

Income:

• Sales invoices
• Receipt records
• Bank statements
• Payment gateway reports

Expenses:

• Supplier invoices
• Payment vouchers
• Receipts
• Bank statements

Assets:

• Fixed asset register
• Depreciation schedules
• Purchase documents

Payroll:

• Employment contracts
• CPF submissions
• Salary records
• IR8A forms

Monthly Checklist

• Reconcile bank accounts
• Record all income
• Record all expenses
• Update receivables/payables
• Submit CPF contributions (by 14th)
• File GST return (if registered, quarterly)

Year-End Checklist

• Close books
• Prepare trial balance
• Prepare financial statements
• Director's statement
• Engage auditor (if required)
• File ECI
• Hold AGM
• File Annual Return

7. Audit Requirements

Audit Exemption (Small Company)

A private company is audit-exempt if it meets 2 of 3 criteria for immediate past 2 FYs:

Note: Even if exempt, members holding ≥5% shares can require audit.

When Audit Required

• Does not meet small company criteria
• Part of a group that fails group criteria
• Members require it
• Required by bank/investors

8. ACRA Filings

BizFile+ Portal

All filings done via: https://www.bizfile.gov.sg

Common Filings

Filing via Registered Agent

For official ACRA filings, you need:

• CorpPass access, AND
• Registered Filing Agent (RFA) for most transactions

Common RFAs: Corporate secretary firms, law firms, accounting firms

9. Founder Scenarios

Solo Founder (Single Director + Shareholder)

• Must appoint separate company secretary
• Can pass written resolutions alone
• Still need AGM (or dispense formally)
• Simpler compliance but same requirements

Co-Founders (Multiple Directors)

• One can be secretary (if not sole director = sole shareholder)
• Board resolutions need majority
• Member resolutions per shareholding
• Consider shareholders' agreement

With Investors

• May require board seat for investor
• Reserved matters in shareholders' agreement
• More formal governance expected
• Investor consent for key decisions

10. Tasks This Skill Can Help With

• Create annual compliance calendar
• Draft standard resolutions
• Prepare AGM notice and agenda
• Checklist for Annual Return filing
• Set up record-keeping system
• Monthly/quarterly bookkeeping checklist
• Calculate audit exemption eligibility
• Prepare documents for company secretary
• Track statutory deadlines
• Template for director/shareholder changes

11. Document Templates Location

Store corporate documents in:

Private/
└── corporate/
    ├── registers/           # Statutory registers
    ├── resolutions/         # Board and member resolutions
    ├── minutes/             # Meeting minutes
    ├── filings/             # ACRA/IRAS submissions
    ├── accounts/            # Financial records
    │   ├── invoices/
    │   ├── receipts/
    │   ├── bank-statements/
    │   └── payroll/
    └── contracts/           # Key agreements

12. Official Resources

Reminder

This skill helps you understand and prepare for compliance. For official filings:

• ACRA filings → Use registered filing agent
• Complex matters → Consult corporate secretary firm
• Legal questions → Consult lawyer
• Audit → Engage licensed auditor

The goal is to keep you organized and informed, not replace professional services.