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Corporate Secretary Singapore – Retainer Services

Every firm must appoint a Company Secretary within 6 months of the date of its incorporation. As Officers of a firm, the Company Secretary helps fulfil a range of duties. A Company Secretary is an Officer of your firm and must have sound knowledge of the Companies Act that ensures your company complies with the regulations stipulated by IRAS and ACRA. We can provide your firm with this service on annual retainer basis.

 

Beaufort 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 Singapore Company Secretary

Being an Officer of your firm, the Company Secretary had the following responsibilities:

 

  • Board Meetings

  • General Meetings

  • Company Constitution

  • Statutory Registers and Books

  • Statutory Returns

  • Report and Accounts

  • Share Registration

  • Shareholder Communication

 

  • Shareholder Monitoring

  • Share and Capital issues, Transfers and Restructuring

  • Acquisitions and Disposals

  • Corporate Governance

  • Non-Executive Directors

  • Company Seal

  • ACRA Compliance Alert & Reminders

Singapore Company Secretary, with Officer Responsibilities

Board Meetings

 

  • Coordinating the company’s formal decision making and reporting process;

  • formulating meeting agendas with the chairman and /or the chief executive;

  • attending meetings and taking minutes;

  • maintaining minute books;

  • certifying copies of minutes; and

  • ensuring that correct procedures are followed.

 

General Meetings

 

  • Obtaining internal and external agreements to all documentation for circulation to shareholders;

  • coordinating the administration and attending of meetings and taking minutes; and

  • ensuring that correct procedures are followed.

 

Company Constitution

 

  • Ensuring that the company complies with its constitution; and

  • 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 director’s name or residential address;

  • removal from office in accordance with the Act or constitution;

  • disqualification from holding office;

  • appointments/resignations/deaths;

  • annual returns;

  • 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;

  • assisting with transfers and other matters affecting shareholdings; and

  • attending to the queries and requests from shareholders.

 

Shareholder Communication

 

  • Communicating with the shareholders (i.e. through circulars);

  • payment of dividends and interest;

  • issuing documentation regarding rights and capitalization 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; and

  • implementing and administering directors’ and employees’ share participation schemes.

 

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.

 

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.

 

ACRA Compliance Alert & Reminders

 

  • Beaufort will notify you on filing deadlines and ACRA annual compliance matters in a timely manner.

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