Corporate Secretarial services cover a broad range of categories, ranging from incorporation and registration of a new company to the creation of company constitutions and amendments to company resolutions. In short, corporate secretarial services helps to keep your company in check and compliant with local regulations.

You may find this link for more information on the setting up of company and appointing directors and company secretary

The company secretary is appointed by the board of directors of a company. A company secretary is an officer of a company who is responsible for ensuring that companies comply with the relevant statutory obligations and good corporate governance is observed.

The principal roles of a company secretary are as follows:

• maintaining the statutory books and records

• safekeeping the company’s legal documents

• convening meetings of directors and shareholders

• lodge and file in time all necessary documents required by law

• ensure that the company meets all its statutory and regulatory obligations

Most businesses in Singapore do not need a full-time secretary, so by outsourcing the role you will be able to save costs while ensuring that your secretarial responsibilities are still being handled by experienced and qualified professionals who can assist with compliance and advise you on practical recommendations.

Incorporating or registering a business in Singapore can be a relatively straightforward process. However, the degree of complexity will largely depend on your company structure and intention.

You will need to make decisions on the following:

1. Company Name

2. Type of Business Activity

3. Appointing Directors, Company Secretary and Other Key Personnel

4. Share Structure

5. Registered Office Address

6. Constitution

7. Financial Year End

For these reasons and more, many companies choose to outsource their company incorporation to a professional services firm like Allied Services.  Please visit our Company Incorporation page for more information.

An individual shareholder uses his own money to set up a company to run his own business. He will usually be the representative of his shareholding and appoint himself as the director of the company he set up. A corporate shareholder is a business entity that owns shares in another company. This distinction is easy enough, but in practice, it creates several tax, corporate governance, and legal issues that investors should be aware of.

A company’s Constitution contains the following information:

• Name of the company
• Liability of the members
• Company’s capital structure
• Names of the subscribers and the number of shares subscribed by them
• The rules governing the internal management of the company

The “Constitution”, in relation to a company, means:

a)   the constitution of the company which is registered with ACRA at the time of incorporation, as may be amended from time to time; and

b)  in the case of a company incorporated before the date of commencement of the Companies (Amendment) Act 2014, the memorandum of association of the company, the articles of association of the company, or both, in force immediately before that date.

Yes, the Singapore Companies Act allows foreign individuals and/or corporations to own 100 percent of a Singapore Company.

According to Singapore Companies Act, a Singapore private limited company must have at least one director who is be a resident of Singapore. The local resident director must be at least 18 years of age, and must not be bankrupt or have been convicted of any previous crimes. Directors can also be shareholders and vice versa.

If you do not have a local Singapore resident director to meet the requirements of the Singapore Companies Act, you can always engage our Nominee Director Service.

Although there are no restrictions on the types of business activities in which a Singapore company may engage, some business activities, such as running a travel agency, recruitment agency, financial services company, school or others special cases, require specific business licenses from an approving authority before you can commence business.

In general, after your Singapore company has been incorporated, you can start your business operations immediately. However, you may need to do some or all of the following if applicable to you:

Open bank accounts.

• If your business requires one or more business licenses, you may need to obtain the relevant licenses first before you can commence your business activities.
• Register for Goods & Services Tax (GST) if necessary. The registration of GST is not mandatory unless your annual turnover exceeds S$1 million. We provide GST registration services should you require.
• If your company activities involve import and exports of goods, you will need to register and obtain a Central Registration (CR) number. The CR number is used in all import, export and transshipment permits, certificates and any other documents issued by Singapore Customs.
• If you plan to hire any foreign employees, including yourself, your company will need to apply for an Employment Pass (EP) for that person. We can assist you with EP applications.
• If you intend to hire local employees (Singapore citizens and/or permanent residents) you will need to open an account with the Central Provident Fund (CPF) Board. A percentage of the local employees’ salaries will be contributed to the CPF Board on a monthly basis as part of their retirement fund. For more details, please visit CPF Singapore. We can help you register your company CPF account and manage your staff payroll, if required.
• You will need to decide on your company’s fiscal year end, which can be any date within 18 months from the date of incorporation of your company. It is recommended to keep it at 12 months to maximize the tax benefit.
• You will need to keep track of your income and expenses (bookkeeping) according to Singapore accounting standards. Depending upon the volume of transactions, we can provide Accounting Outsourcing Services either on a weekly, monthly, quarterly or yearly accounting basis.
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In general, banks in Singapore require you to have the following items in order to open a corporate bank account for your Singapore-incorporated company:

A resolution by the board of directors approving the opening of the account and specifying the signatories to the account. Alternatively, the board can use the pre-approved format prescribed by a bank that simply requires the signatures of the directors.

Standard account-opening forms signed by the abovementioned authorised signatories

• Copy of the Certificate of Incorporation
• Copy of Company’s Business Profile from ACRA
• Copy of Company’s Memorandum and Articles of Association (MAA)
• Copies of passports (or Singapore national identification cards) and proofs of residential addresses for directors, signatories, and ultimate beneficial owners.
• Copy of Certificate of Incumbency of the holding company (applicable for corporate shareholder only) 

In addition, the banks may require additional documents on a case-by-case basis. Please be forewarned that all banks in Singapore must comply with stringent laws and regulations. They, therefore, will carry out a comprehensive series of checks and investigations on their potential clients before opening a new account for a company. This is not only to safeguard their risks against any potential default, but also are a part of their regulatory compliance and stringent anti-money-laundering policies.

Most banks require that the account signatories and directors be physically present in Singapore for the signing of official documentation at the time of opening a corporate bank account. However, some banks accept documents that are signed in–person at one of their overseas branches or witnessed by a notary public. 

Depending on the amount of investigation that a bank carries out to confirm the identity and/or creditworthiness of the directors, secretary and the company itself, it may take between few days to more than four weeks to open a new company bank account.

We highly recommend you be present in Singapore to open your bank account to avoid any delay. A bank always reserves the right to request the beneficial owner to be physically present prior to the approval of a bank account.

The issued share capital must be paid up immediately upon incorporation into the corporate bank accounts.

Paid-up capital is money paid in by shareholders to the company to purchase shares. These funds can be used for all company expenses, including paying off all company debts. There is no personal liability on an individual shareholder if the necessary amount for the subscribed shares is fully paid. In the event that this amount is not fully paid, the creditors can demand that the shareholder be personally responsible for the shortfall.

You can immediately start using the working capital for your company operations when you have available funds.

Under the Home Office Scheme, homeowners are allowed to conduct small-scale businesses using their residential premises. This scheme applies to both HDB and private properties. Application for approval under the Home Office Scheme can be submitted before or after business/company registration with ACRA.

For more information, please click How-to Guide: Apply For Home Office Scheme (HO).

With effect from 1 March 2009, any person aged 18 years and above may be appointed as a director. However, certain individuals (e.g., bankrupts and persons convicted of offences involving fraud or dishonesty) are disqualified from holding director positions.

There is no statutory restriction prohibit a minor who is below 18 years old from owning shares of a company. However, at common law, a child will not be bound by a contract to buy shares as they are not ‘necessaries’. Therefore, some companies will not accept shareholders under the age of 18 years by provision in their articles or terms of issue. Although the minor is allowed for signing of contracts, however, the contract entered are subject to repudiation by the minor before reaching the age of maturity.

In conclusion, we will recommend the company shares be held on trust for the benefit of the minor until he/she reaches the age of maturity.

A company is required to update any changes to its particulars such as change of officers, transfer of shares, change of business activities, change of company names, etc. with the Company Registrar within a stipulated timeline. Under the Companies (Amendment) Act 2014 which comes into effect on 3 January 2016, a company is required to lodge any changes in the company particulars within 14 days from the date of change. 

Singapore provides a range of options for the closing of business entities and companies, from choosing to strike off or winding up. The option you choose would depend on the state of affairs of the business entity and your business strategy.

In general, you may close a company by the following three options:

• Striking Off a Company
• Winding up a Company or Liquidation of a Business
• Closing the local branch of a foreign company in Singapore

Professional corporate secretarial services provided by Allied Services can help you navigate the challenges and changes by alleviating your administrative burden, thereby allowing you to focus on the running of your business.

By working hand-in-hand with your other professionals within our group, our professional team will be by your side at every step of the way to deliver sound and practical guidance, allowing you to focus on your operations and potential opportunities. As a leading professional services provider in this area, we have streamlined processes and state-of-the-art platform that allow us to prepare corporate documents and incorporate entities quickly, efficiently and seamlessly.

Should you require any further information or if you wish to incorporate a company and would like further advice, please do not hesitate to get in touch with us.