COMPANY SECRETARY AND PROVISION OF SECRETARIAL RETAINER SERVICES

A company is not required to appoint a company secretary at the time of its incorporation, but is required to do so within 6 months of its incorporation. The company secretary must be a resident in Singapore.You can either,

Option 1:Name a director as Secretary and we maintain the records.
Option 2: Naming our staff as your Company Secretary and maintaining the records.

The Services

The company secretary will prepare documents and file information with ACRA to report changes in the company and to comply with requirements for filings of the following matters.

Annual returns submission.

Bank resolutions.

New appointments & resignations of directors, secretary and auditors.

Share increase and transfer.

Change of company name, activities, address.

Maintaining the registers.

Reminders letter will be sent to client when the AGM date is due.

INCORPORATION OF PRIVATE LIMITED COMPANIES

In accordance with the Singapore Companies Act, Cap. 50, there are certain requirements that must be met in the formation of a private limited company. In this regard, we append herewith some Notes and Guidelines for your information.
A private limited company in Singapore is a separate legal entity and shareholders are not liable for the company’s debts beyond the amount of share capital they have contributed (hence the term limited liability). According to the Singapore Companies Act, any person (foreign or local) above the age of 18 can register a Singapore company.
A properly structured private limited company is a very tax efficient corporate body; hence, this form is the most common type of business entity registered in Singapore.

Notes and Guidlines

Capital Structure

There is no restriction on foreign shareholding.

Directors

A company can have one director who must be “ordinarily resident in Singapore” i.e. a Singapore citizen, a Singapore PR or a person who has been issued an Employment Pass/ Approval-In-Principal Letter/ Dependent’s pass.
If required, we could arrange for persons known to us to act as nominee directors of the proposed company to meet the statutory requirements. These persons, who would function in non-executive capacities, are neither partners nor employees of our company.
When nominee director service is required, our compliancewill conduct its due diligence. The overall due diligence assessment may result in a higher annual nominee director fee and/or security deposit fee.

Subscribers/Shareholders

There must be at least one shareholder who can either be an individual of any nationality or a corporate company.

Paid-up Capital.  

Minimum paid-up capital for registration of a Singapore company is S$1for incorporate purpose. Paid-up capital (also known as share capital) can be increased any time after the incorporation of the company.

Registered Office

A company is also required to have a registered office in Singapore. You must provide a local Singapore address as the registered address of the company. We will provide you our office address if you don’t have a local address and charges applies accordingly.

BUSINESS REGISTRATION SOLE-PROPRIETORSHIP

A sole-proprietorship is a business owned by one person or one company. There are no partners. The sole-proprietor has absolute say in the running of the business.

Individuals and companies may set up and own a sole-proprietorship or partnership.

A sole-proprietorship or partnership, not being a separate legal entity, cannot register another sole-proprietorship or partnership.

A foreign company also cannot register a sole-proprietorship or partnership unless it has registered itself under the Companies Act, Cap. 50.

Registration Requirements

Age 18 years or above.

Singapore citizen/Singapore permanent resident/ Employment Pass holder/ Dependent Pass holder.

If owner(s) not resident in Singapore, they must appoint a local manager who is resident in Singapore.

Self-employed persons must top up their Medisave account with the CPF Board before they register a new business name, become the registrant of an existing business name, or renew their business registration.

Un-discharged bankrupts may not be allowed to register business registration.

Branch Incorporation

Foreign companies wishing to setup a presence in Singapore, have the choice of setting up a branch office, subsidiary, or a representative office in Singapore.

Branch Office

A branch office is registered in Singapore as an extension of its parent company and not as a separately incorporated entity. The liabilities of a branch office extend to its parent company.

Annual Return & XBRL Filing

BizFinx is a free tool provided by ACRA to help companies prepare and manage their financial statements in XBRL format, will be made available on 2 December 2013, and will replace the FS manager for filing of annual returns in XBRL format.
All Singapore registered companies is required to hold Annual General Meetings (AGM) and file Annual Returns (AR).
Newly incorporated company is required to hold its first AGM within 18 months from date of its incorporation, and thereafter once in every calendar year and not more than 15 months after the holding of the last preceding AGM. Companies must file the annual return within 1 month after holding its AGM.

For insolvent EPCs, you will need to file your Financial Statement in XBRL format if:

Your company’s FS ends on or after 30 April 2007; AND

Your company is filing its Annual Returns on or after 1 November 2007

Insolvent EPCs can choose to file their financial statements with ACRA, via.

A full set of financial statements in XBRL format; or

A full set of financial statements in PDF with Financial Statements Highlights in XBRL format.

It is compulsory for corporate shareholderto file a full set of financial statements in XBRL format.
You can outsource the preparation of your Financial Statement in XBRL format to BSH Secretarial SVS Pte. Ltd.
Our professionals will prepare your financial statements in accordance to requirements listed in ACRA Taxonomy 2013, using the enhanced XBRL tool – BizFinx. You can dedicate your precious time on your core business, instead of figuring out how to use BizFinx, which can be a hassle, time-consuming and tedious.

STRIKING OFF / CLOSING DOWN OF COMPANY

A company may apply to ACRA to be struck off the register but it must fulfill the below conditions:

The company has ceased operation; or not commenced business from the date of incorporation.

The company has no assets and liabilities.

The company is not and will not be involved in any court proceedings, whether in or outside Singapore.

The company has no outstanding penalties or offers of composition fine owing to ACRA and not indebted to other government departments.

The company has no outstanding tax liabilities owing to the Inland Revenue Authority of Singapore (“IRAS”).

The company has no outstanding charges in its charge register eg. no mortgages etc.

None of the officers of the company have outstanding ACRA summonses.

Obtained the written consent of the majority of the shareholders.

Requirement for strike off

Bring last set of Financial Statement (up till the date the company’s bank account is closed), where all assets and liabilities of the company need to be cleared; (If you need assistance to prepare your last set of financial statement and tax submission, we can help you in assisting in it as well!)

Tax Clearance Acknowledgement from IRAS.

Upon receiving payment, we will prepare full-set of strike-off documents and apply on your behalf. The entire strike-off process takes approximately 5 to 6 months. (Exclude tax clearance time needed by IRAS).