# Sg Corp Secretary

> Singapore corporate secretary and account management guidance. Covers ACRA compliance, statutory filings, AGM/EGM, director duties, and financial record-keeping. Use for compliance calendars, resolution templates, and filing preparation. NOT a replacement for registered filing agent.

- Skill: `majiayu000/sg-corp-secretary` (Agent Skill, multi-file: 2 files)
- Install (CLI): `npx skillmds add majiayu000/sg-corp-secretary`
- Raw SKILL.md: https://api.skillmd.com/api/skills/majiayu000/sg-corp-secretary/raw
- Safety review: pending
- Works with: Claude Code, Claude.ai, OpenAI Codex
- Category: AI & ML
- Author: majiayu000 (https://skillmd.com/u/majiayu000)
- Updated: 2026-09-09
- Page: https://skillmd.com/skills/majiayu000/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

| Requirement | Deadline | Authority | Penalty |
|-------------|----------|-----------|---------|
| Company Secretary | Within 6 months of incorporation | ACRA | $5,000 fine |
| AGM | Within 6 months of FYE | ACRA | $5,000 fine |
| Annual Return | Within 7 months of FYE | ACRA | Late fees apply |
| Financial Statements | File with AR | ACRA | — |
| ECI (Tax) | Within 3 months of FYE | IRAS | Penalties |
| Audit (if required) | Before AGM | — | — |

---

## 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

| Category | Responsibilities |
|----------|------------------|
| **Statutory Registers** | Maintain register of members, directors, secretaries, charges |
| **Filings** | Lodge all ACRA returns and notifications |
| **Meetings** | Organize AGM/EGM, prepare minutes |
| **Resolutions** | Draft and maintain written resolutions |
| **Compliance** | Ensure company meets all statutory requirements |
| **Records** | Keep company records for 5 years |

---

## 2. Annual Compliance Calendar

### For FYE December 31 (adjust for your FYE)

| Month | Task | Authority |
|-------|------|-----------|
| **Jan** | Start preparing financial statements | — |
| **Mar 31** | ECI filing deadline (3 months after FYE) | IRAS |
| **Jun 30** | AGM deadline (6 months after FYE) | ACRA |
| **Jul 31** | Annual Return deadline (7 months after FYE) | ACRA |
| **Nov 30** | Form C-S filing (for revenue ≤$5M) | IRAS |
| **Dec 15** | Form C filing (full form) | IRAS |

### Rolling Requirements

| Requirement | Timeframe |
|-------------|-----------|
| Notify change of officers | 14 days |
| Notify change of registered address | 14 days |
| Notify change of share capital | 14 days |
| Update statutory registers | As changes occur |
| Board meetings | As needed (no minimum) |

---

## 3. Statutory Registers

### Required Registers

| Register | Contents | Location |
|----------|----------|----------|
| **Register of Members** | Shareholder names, addresses, shares held, dates | Registered office |
| **Register of Directors** | Director details, appointments, cessations | Registered office |
| **Register of Secretaries** | Secretary details, appointments, cessations | Registered office |
| **Register of Charges** | All charges/mortgages on company assets | Registered office |
| **Register of Nominee Directors** | If any nominee arrangements | Registered office |
| **Register of Controllers** | Registrable controllers (significant control) | With ACRA |

### 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

| Requirement | Detail |
|-------------|--------|
| **Retention period** | 5 years from transaction date |
| **Location** | Singapore (or accessible from SG) |
| **Records** | All transactions, assets, liabilities |

### 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:

| Criteria | Threshold |
|----------|-----------|
| Total revenue | ≤$10 million |
| Total assets | ≤$10 million |
| Employees | ≤50 |

**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 | When | Fee |
|--------|------|-----|
| Annual Return | Within 7 months of FYE | $60 |
| Change of officers | Within 14 days | $50 |
| Change of address | Within 14 days | $50 |
| Allotment of shares | Within 14 days | $50 |
| Change of constitution | Within 14 days | $50 |
| Financial statements | With Annual Return | Included |

### 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

| Resource | URL |
|----------|-----|
| ACRA | https://www.acra.gov.sg |
| BizFile+ | https://www.bizfile.gov.sg |
| Companies Act | https://sso.agc.gov.sg/Act/CoA1967 |
| IRAS | https://www.iras.gov.sg |
| CPF | https://www.cpf.gov.sg |
| MOM | https://www.mom.gov.sg |

---

## 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.