Singapore Company Secretary Guide

Document Sample
Singapore Company Secretary Guide Powered By Docstoc
					SINGAPORE COMPANY
SECRETARY GUIDE
             COMPANY COMPANY SECRETARY GUIDE
  In	 accordance	 with	 the	 Singapore	 Companies	 Act,	 you	 are	 required	 to	 appoint	 a	 Company	 Secretary	
  within	 six	 months	 of	 incorporating	 your	 Singapore	 company.	 Rikvin	 can	 provide	 your	 firm	 with	 the	
  services	of	a	Company	Secretary.

  A	Company	Secretary	must	be	either	a	1)	Singapore	resident	(a	Singapore	citizen	or	permanent	resident)	
  or	2)	holder	of	Singapore	Employment	Pass/	EntrePass/Dependant	Pass.



                  RESPONSIBILITIES OF A COMPANY SECRETARY
  In	addition	to	ensuring	compliance	with	relevant	legal	requirements,	a	Company	Secretary	has	the	
  following	areas	of	responsibilities:


  1. Board Meetings                                        5. Statutory Returns

  •	 Coordinating		the	company’s	formal	decision	          Updating	ACRA	on:
     making	and	reporting	process;
  •	 formulating	meeting	agendas	with	the	                 •	 any	changes	in	the	director(s)	of	a	company	
     chairman	and	/or	the	chief	executive;                    or	particulars	relating	to	director(s)
  •	 attending	meetings	and	taking	minutes;                •	 changes	to	a	director’s	name	or	residential	
  •	 maintaining	minute	books;                                address
  •	 certifying	copies	of	minutes;	and                     •	 removal	from	office	in	accordance	with	the	
  •	 ensuring	that	correct	procedures	are	                    Act	or	constitution
     followed.                                             •	 disqualification	from	holding	office
                                                           •	 appointments/resignations/deaths
  2. General Meetings                                      •	 annual	returns
                                                           •	 change	of	company	name
  •	 Obtaining	internal	and	external	agreements	           •	 adoption,	alteration	and	revocation	of	
     to	all	documentation	for	circulation	to	                 constitution
     shareholders;                                         •	 issue	of	shares
  •	 coordinating	the	administration	and	                  •	 any	other	changes	that	requires	updating	
     attending	of	meetings	and	taking	minutes;	               with	ACRA
     and
  •	 ensuring	that	correct	procedures	are	                 6. Report and Accounts
     followed.
                                                           •	 Coordinating	the	publication	and	distribution	
  3. Company Constitution                                     of	the	company’s	annual	report,	accounts	
                                                              and	interim	statement;	and
  •	 Ensuring	that	the	company	complies	with	its	          •	 the	preparation	of	the	directors’	report.
     constitution;	and
  •	 drafting	and	incorporating	amendments	in	             7. Share Registration
     accordance	with	the	correct	procedures.
                                                           •	 Maintaining	the	company’s	register	of	
  4. Statutory Registers and Books                            members;
                                                           •	 assisting	with	transfers	and	other	matters	
  •	 Maintaining	statutory	registers.                         affecting	shareholdings;	and
                                                           •	 attending	to	the	queries	and	requests	from	
                                                              shareholders.

Last Updated on 13 February 2012                                                      Copyright © 2012 Rikvin Pte Ltd
8. Shareholder Communication                           13. Non-Executive Directors

•	 Communicating	with	the	shareholders                 •	 Acting	as	a	channel	of	communication	and	
   (i.e.	through	circulars);                              information	for	non-executive	directors.
•	 payment	of	dividends	and	interest;
•	 issuing	documentation	regarding	rights	issues	      14. Company Seal
   and	capitalization	issues;
•	 general	shareholder	relations;	and                  •	 Ensuring	the	safe	custody	and	proper	use	of	the	
•	 relations	with	institutional	shareholders	and	         company	seal	if	provided	for	in	the	company	
   their	investment	protection	committees.                constitution.

9. Shareholder Monitoring                              15. ACRA Compliance Alert & Reminders

•	 Monitoring	movements	on	the	register	of	            •	 Rikvin	will	duly	notify	you	on	filing	deadlines	
   members	to	identify	an	apparent	‘stake-                and	compliance	matters.
   building’	in	the	company’s	shares	by	potential	
   takeover	bidders;	and
•	 making	inquiries	of	members	as	to	beneficial	
   ownership	of	holdings.

10. Share and Capital Issues, Transfers and
    Restructuring

•	 Implementation	of	changes	in	the	structure	
   of	the	company’s	share	and	loan	capital	and	
   devising;	and
•	 implementing	and	administering	directors’	and	
   employees’	share	participation	schemes.

11. Acquisitions and Disposals

•	 Participating	as	a	key	member	of	the	company	
   team	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.

12. 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.




Last Updated on 13 February 2012                                                 Copyright © 2012 Rikvin Pte Ltd
Helpful Links:

Company Registration
Immigration
Accounting
Taxation Services
Offshore Incorporation




RIKVIN PTE LTD

20 Cecil Street, #14-01, Equity Plaza, Singapore 049705

Main Line : (+65) 6438 8887
Fax : (+65) 6438 2436
Email : info@rikvin.com
Website : www.rikvin.com

Reg No 200100602K
EA License No 11C3030



This material has been prepared by Rikvin for the exclusive
use of the party to whom Rikvin delivers this material.
This material is for informational purposes only and has
no regard to the specific investment objectives, financial
situation or particular needs of any specific recipient.
Where the source of information is obtained from third
parties, Rikvin is not responsible for, and does not accept
any liability over the content.




                            Copyright © 2012 Rikvin Pte Ltd

				
DOCUMENT INFO
Description: In accordance with the Singapore Companies Act, you are required to appoint a Company Secretary within six months of incorporating your Singapore company. This guide lists the responsibilities of a Company Secretary.