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Important Notes for Maintaining a Company

 

After your private limited company has been successfully incorporated, the next step is to maintain and grow your business. There are a few things to take note when it comes to properly maintaining your company.

Basic Information and Overview for Maintaining a Private Limited Company.

First Director’s Resolution

After the company is incorporated, the first meeting that the board of directors hold is called the first directors’ meeting.

Account

All Singapore incorporated companies must upkeep their accounts, according to the requirements of the Accounting Standards laid out by Accounting and Corporate Regulatory Authority, Singapore (ACRA) at all times. The accounts must be forwarded to all the shareholders annually for the purpose of holding the Annual General Meeting.

Annual General Meeting

The due date for annual general meeting is based on the earliest date of the 2 sections stated below:

Section 175 Section 201
First AGM to be held Not more than 18 months from the date of incorporation. Not more than 6 months from the date of the financial year end
Subsequent AGM to be held Not more than 15 months from the previous AGM date, or
At least once in every calendar year, whichever is earlier
Not more than 6 months from the date of the financial year end.

Annual Return

Every company having a share capital shall lodge a return with ACRA annually, containing the particulars referred to in the Companies Act (Chapter 50) Eighth Schedule and accompanied by such copies of documents as may prescribed.

Corporate Tax

Every company must register with the Inland Revenue Authority of Singapore (IRAS) for their tax return. To find out more on taxation, please consult your tax agent or visit www.iras.gov.sg.

Memorandum & Articles of Association (M&A)

The M&AA spells rules that governs the conduct of the company; and is a binding document on all shareholders and its officers.

 

Registered Address

A company is required to have a registered office within Singapore, to which all communications and notices may be addressed to; and shall be opened and accessible to the public for not less than 3 business hours each day.

Originally, a residential address cannot be a company‘s registered address, as the residential address is not meant for business. However, with effect from 10 June 2003, a Housing Board and Development (HDB) address can be used as a home office address under the Home Office Scheme, after obtaining HDB’s approval.

 

Appointing Corporate Secretary

Every company shall have at least one company secretary; and the Board of Director(s) is/are responsible for appointing a company secretary.

The position of the company secretary shall not be left vacant for more than 6 months at any one time. He is to have requisite knowledge and experience to discharge the functions of the Company Secretary.

The company secretary, or if the company has more than one company secretary, at least one of the company secretaries, or "his agent or clerk" must be present at the registered office on the days and during the hours which registered office is accessible to the public, this means that either:

1. An employee of the secretary (employed to perform clerical functions);

Or

2. A person authorised by the secretary to act on the secretary‘s behalf, must be physically present at the registered office at the relevant times;

Kindly note the following:

  1. Our secretarial service is on a continual basis. There will be a monthly retainer fee.
  2. If the secretarial service is terminated within one year complimentary period by either party, the complimentary service will be terminated; without any compensation and the client will have no claim against the secretarial service provider.
  3. For termination of our secretarial service, the client will have to pay a fee to Sigma for administrative handling. Monthly storage fee will be charged until all documents have been collected.

Auditor

A company is only required to appoint an auditor if it has a revenue exceeding $5 million for that financial year; when the company has more than 20 shareholders, or has one or more corporate shareholder (referred to as non-exempt private limited).

A non-exempt private company need not appoint an auditor if it is dormant for that financial year.