Corporate Secretarial

When incorporating a company in Singapore, you are required to appoint a Company Secretary within six months of incorporation in accordance to the Singapore Companies Act. Alpha offers Company Secretary services and can provide your company with a Company Secretary. A Company Secretary must be a Singapore resident who is a Singapore citizen or permanent resident, Singapore Employment Pass/ EntrePass/Dependant Pass holder.

Responsibilities of a Company Secretary
In addition to monitoring and ensuring compliance with relevant legal requirements, a Company Secretary also has the following responsibilities:

Board Meetings
Co-coordinating the operation of the company’s formal decision making and reporting machinery; formulating meeting agendas with the chairman and /or the chief executive; attending meetings, taking minutes; maintaining minute books; certifying copies of minutes; and ensuring that correct procedures are followed.

General Meetings
Originating and obtaining internal and external agreement to all documentation for circulation to shareholders; co-coordinating the administration and attending of meetings, taking minutes; and 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 directors name or residential address
  • removal from office in accordance with the Act or constitution
  • disqualification from holding office
  • appointments/resignations/deaths
  • annual return
  • change of company name
  • adoption, alteration and revocation of constitution
  • issue of shares
  • any other changes that requires updating with ACRA

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

Share Registration
Maintaining the company’s register of members; dealing with transfers and other matters affecting shareholdings; and dealing with queries and requests from shareholders.

Shareholder Communication
Communicating with the shareholders (i.e. through circulars); payment of dividends and interest; issuing documentation regarding rights issues and capitalisation issues; general shareholder relations; and 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 established 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 and 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.

Company Seal
Ensuring the safe custody and proper use of the company seal if provided for in the company constitution.

 

Disclaimer: The information contained in this website is for general reference only. While all reasonable care has been taken in the preparation of this information, Alpha cannot accept any liability for any action taken as a result of reading its contents without further consulting us with regard to all relevant factors.