A Company incorporated in Singapore must follow the Company Act requirements or the Directors and the Company will face penalties from ACRA and the Courts.
Appointment of Company Secretary within 6 months of Incorporation or the resignation of a company secretary; notifying ACRA within 14 days of appointment; failure to do so will result in the Company being fined by ACRA.
Failure to comply is an offence under section 173H(1) of the Act and every officer of the company who is in default shall each be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.
Following are some common areas that Companies have found themselves in trouble:
• Failure to inform all shareholders of their duty to notify the Company of their substantial interests in the Company so that the Company Secretary can update the information with ACRA
• Failure to have a Registered Office Address and notify ACRA of change in address and hours open to the public
• Failure to publish Company’s Full legal name and Registration Number on all its business letters; invoices etc
• One of its directors disqualified to act as director due to bankruptcy and continued to do so and ACRA was not informed – liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
• Director is disqualified to act as director on conviction of certain offences – liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
• Failure to hold AGM within the stipulated time
• Failure to lodge Annual Return within the stipulated time
• Providing False or Misleading Statements in the Financial Statements; Annual Return; Certificates etc
Responsibilities of the Company Secretary:
• Notify ACRA of any changes to Directors; Company Secretary; Auditor; Change in Registered Office; Charges; changes in share capital and transfer of shares; Register of Controllers
• Prepare Board of Directors Minutes to record any of the above events
• Maintain the Company’s Statutory Registers reflecting events in point 1
• Issue Notice of AGM and help conduct the AGM and prepare the AGM Minutes and file the Annual Return
• Adhoc matters such as safe keeping of Common Seal; Administrator of Corp Pass; preparation Board Resolutions on adhoc events opening/closing bank accounts and changes in Bank Authorised Signatories; change in Business Activity; commitment to new lease; any important event of a financial or legal nature must be documented.
• Striking Off of a Company’s name in the event of closure on voluntary basis
