| name | sg-corp-secretary |
| description | Singapore corporate secretary and account management guidance. Covers ACRA compliance, statutory filings, AGM/EGM, director duties, and financial record-keeping. Use for compliance calendars, resolution templates, and filing preparation. NOT a replacement for registered filing agent. |
Singapore Corporate Secretary & Account Management
Scope: Corporate compliance, statutory filings, and financial administration for Singapore Pte Ltd companies.
Disclaimer: Singapore law requires a qualified company secretary (ACRA-registered). This skill helps you understand requirements and prepare documents, but official filings must be done by a registered agent.
Quick Reference
| 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 | — | — |
1. Company Secretary Requirements
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 |
2. Annual Compliance Calendar
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) |
3. Statutory Registers
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.
4. Meetings
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:
- Receive and adopt financial statements
- Declare dividends (if any)
- Re-elect directors retiring by rotation
- Re-appoint auditors and fix remuneration (if applicable)
- 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
5. Common Resolutions
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
6. Financial Record-Keeping
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
7. Audit Requirements
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
8. ACRA Filings
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
9. Founder Scenarios
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
10. Tasks This Skill Can Help With
- 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
11. Document Templates Location
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
12. Official Resources
| 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 |
Reminder
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.