sg-corp-secretary

| 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 | — | — |

---

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 |

---

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) |

---

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.

---

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

---

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

---

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

---

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

---

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

---

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

---

• [ ] 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

---

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

```

---

| 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 |

---

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.