Corporate Secretary

One Plan. One Fee.

One plan is all you need if it is done right, and fast.

At HeySara, every request is done online with just a few clicks. No longer do you need to waste time commuting to sign resolutions or call and wait for weeks to get something done.

Hassle-free, affordable and time-saving. Learn more about HeySara mobile app.

Pocket Secretary (Unlimited)

$598per annum

  • Suitable for all types of SMEs

  • 1 year unlimited secretarial services

  • AGM preparation

  • Annual Filing ($60 Annual Filing fee with ACRA excluded)

  • (New) Register of Registrable Controllers (RORC)

  • Includes non-routine secretarial services (subject to terms and conditions)

Talk with us if you don’t want to read

The following tasks and activities will be covered under the scope of our comprehensive Annual Secretary plan:

Routine Secretarial Works:

  •  Acting as qualified company secretary
  • Safekeeping and maintaining of statutory registers
  • Preparation of AGM related documents
  • Advisory on corporate compliance matters
  • Filing of Annual Return to ACRA (exclude $60 ACRA filing fees)
  • Reminder of filing due dates
Covered
Prepare Director/Members Resolutions only for the following Non-Routine Secretarial works:

  • Opening of Bank Account
  • Change of Signatories
  • Closing Bank Account
  • Transfer of share between existing shareholders
  • Changes of Company Secretary, or Director or Auditors
  • Change of Registered address
  • Change of Financial Year End with ACRA & IRAS
  • SSIC Change / Update Personal Status
  • Allotment of new shares to existing individual shareholders
  • Change of Company Name
Covered
Other Secretarial Works

  • Allotment and share transfer to new shareholders (individual or corporate)
  • Convene Physical AGM
  • EGM Matters
  • Company Strike Off
  • Capital Reduction exercise
  • Special Audit
  • Director/Members Resolution to approve director loans, opening
  • Appointment of Company Representatives for Corporate Shareholders
  • Other ad-hoc matters
To be quoted separately

The above fees listed exclude ACRA fees, penalties, IRAS stamp duty and 3rd party expenses. Fees are charged per person basis and not per transaction basis.

Sara+, At Your Service

We understand that our Pocket Secretary Plan may not be the best tool for every client, and some of you still prefer the traditional way.

Introducing HeySara+ Plan, where all you need is to top up a S$200 to enjoy a dedicated corporate secretary who can assist you with all your queries.

This add-on service is suitable for:

  • Clients who prefer to call and speak with real humans, rather than dealing with automated self-service platforms
  • Clients who are not too IT-savvy and may have difficulty working with an Mobile Application
  • Foreign Clients who prefer speaking to us directly in other languages (e.g. in Chinese or Malay)

Advantages of Sara+ (Additional $200 per annum):

  • Dedicated Account Manager to assist you on all your Corporate Secretarial Needs
  • Dedicated number for you to call or text us, and attend to all your queries
  • Priority Service and Priority Response
  • Continued access to our Pocket Secretary Platform for occasional self-enquiry, if needed
  • Discounted membership to our Heysara Co-working office facility

Call us now to find out more about our Sara+ service.

FAQ

A corporate secretary (or company secretary) is responsible for the administrative work of a company, ranging from reporting and updating of company information on ACRA to preparing the agenda for annual general meetings (AGMs) and recording minutes of the AGM.

The responsibilities a corporate secretary undertakes include:

  1. Updating and filing with ACRA
  2. Maintenance and upkeep of statutory registers
  3. Preparation of board meetings and AGMs
  4. Miscellaneous services like:
    • Reminders of filing deadlines
    • Ensure the safekeeping and proper use of the company seal
    • Monitoring shareholder register and movement of shareholders
    • Maintaining shareholder relations

Yes, you do! Every Singapore company is required under the Companies Act, Cap. 50 to hire a company secretary within the first 6 months after incorporation. This position cannot be vacant for more than 6 months at any one time.

If you’d like to. However, note that there are certain qualifications to be a corporate secretary, as well as requirements such as you need to be either a Singapore citizen, a permanent resident, or an EntrePass holder. If you are the director of the company, take note that you can’t be both the sole director and corporate secretary.

It is often costly for SMEs to hire their own in-house corporate secretary, and unless your company is big, the person appointed may not have enough secretarial things to do during office hours. Therefore, through outsourcing to HeySara, a professional firm like us, you will be saving both time and money.

At HeySara, we are dedicated in saving your time, and money. With our own integrated mobile app, you can make any corporate request in just a few clicks. View the progress of the changes online anytime, anywhere and rest assured that all your data are securely stored. It is easy, and hassle-free.

With the help of our AI platform, everything can be done efficiently, which is why our rates are so affordable.

Still not convinced? Contact us for a no-obligation demo of our software.

Yes you can! And the best part, you don’t need to do a thing! We will make the transfer easy and hassle-free.

We will personally contact your current provider, take over all the documents, register and process the necessary paperwork for you.

In the even your former secretary do not respond, we will prepare the necessary removal documents for you to sign so that the changes can proceed smoothly. Either way, just sit back and relax, knowing your corporate secretarial work is in HeySara’s good hands.

Sure! Give us a call or drop us an email at: sara@heysara.sg.

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Ready to switch? We will make the transfer easy and hassle-free. We will personally contact your current provider, take over all the documents and register and process the necessary paperwork. Even if your former secretary do not respond, the procedure can still proceed smoothly. Either way, just sit back and relax, knowing your secretarial work is in good hands.

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Is it compulsory to have a company Secretary?

Yes, under the Singapore’s Companies Act, Cap. 50, it is a requirement to have at least a local resident Company Secretary. The position of a company secretary should not be left vacant for more than 6 months.

Who can be a company secretary?

A company secretary is a person appointed to ensure the company maintains compliance with the many statutory requirements – such as maintaining and filing statutory records and returns. Any natural person who is ordinarily resident in Singapore and who has the requisite knowledge to perform the duties can be a company secretary.

What does a company secretary do?

The company secretary is required to ensure that the company is in compliance with the Companies Acts requirements. These include:

  • Change of directors, company secretary, auditors and transfer of shares between shareholders, etc.
  • Preparation and submission of the Annual Returns
  • Preparing and filing of documents (directors’ resolution, minutes of the general meeting ) and update of changes to ACRA
  • Maintaining the register of directors, company secretary, auditors, shareholders and charges
  • Issuing share certificates, recording transfers of shares and allotment of shares
  • Maintaining the register of members and debenture holders

When is the due date to hold an AGM and file annual return?

The newly incorporated company is required to hold the first AGM within 18 months from date of incorporation. Thereafter, AGMs must be held once in every calendar year or within 15 months from last AGM date.

For annual return, directors of the companies are required to prepare audited or un-audited financial statement and present the financial statements to AGM within 6 months after the financial year end.

The company secretary is required to file the annual return to ACRA within one month of the date of AGM.

What’s the procedure to hold a physical AGM?

An AGM is an annual affair for a company to present your financial statements (accounts) to shareholders (members). At AGM, a member can then ask questions about the health of your business. An AGM is therefore an important opportunity to address shareholder’s concerns.

First, the Board needs to call for an AGM (unless in the case of dispensation of AGM). The Company Secretary will then prepare a notice of an AGM together with a proxy form giving the required minimum 14 days’ notice to shareholders.

On the date of the appointed AGM, the Chairman will chair the AGM and table the required resolution and the financial statement for adoption. He will also ensure that a quorum is present, and the proxies appointed are valid

Typical resolution which are deemed to be “Ordinary business” at an AGM are as follows:

  • Dividend pay-outs
  • Appointment of directors/auditors
  • Remuneration for senior executives and directors
  • Consideration of accounts and balance sheets

Once each resolution tabled is passed individually, the Chairman will confirm the passing of such resolution and declare it “carried”. Likewise, is the resolution is not approved, the Chairman will declare the resolution as “not carried”.

Can a director be a company secretary in Singapore?

A director can also hold the position of company secretary only if he is qualified to do so.

What kinds of services are included in our annual corporate secretarial services fee?

Providing one qualified person as Secretary of your company as required by Section 171(1A) of the Companies Act.

Attending to routine secretarial matters of the company such as first board meeting, annual general meeting, custody of common seal, etc.

Safekeeping, updating, and maintaining registers, notices, minutes book, and other statutory records.

Preparing and lodging all prescribed forms and requisite documents with the ACRA
Reminding you of the various statutory compliance dates with ACRA.

I am busy running the company and I am unable to keep track of the deadlines for AGM and filing of Annual Return. What do I do?

If you have appointed a company secretary, they will be able to advice you on the AGM and Annual Return filing due dates, prepare the necessary documents and minutes for your approval and file the documents with ACRA on the stipulated time.

If you do not have a company secretary, and fail to keep track, ACRA may send you reminders and issue a letter to the local director and invite the director to attend the seminar: Directors Compliance Program (“DCP”)

However, the directors of the company have to ensure that they hold the AGM, prepare the necessary documents and make all Annual Return filings on time.

What is this new requirement on Filing of Registrable Controllers?

This is not a new requirement. Previously, the Company is required to keep this register of registrable controller in the company as a confidential register to be accessed only by statutory bodies. This new requirement is to allow ACRA to keep all the information of the registrable controller online and into a central database.

What are the penalties if I don’t submit my Annual Return Filling?

Director of every company should know that it is a requirement to file their annual returns on time. A late lodgement fee of $300 would be imposed against companies for annual returns filed after the deadline. There will also be a composition fine for the late holding of your AGM.

Well, penalty is a small matter. For directors who are habitual late filers, besides the court summon, the director who is convicted of three or more filing related offences under the Singapore’s Companies Act, Cap. 50 within a period of five years will be disqualified as a director, under Section 155 of the Companies Act.

Once disqualified, this director will not be allowed to be a company director or take part in the management of any local or foreign company for five years, effective from the date of his conviction.

Do also note that a disqualified director cannot take on any new appointment as a director or be in any way directly or indirectly concerned or take part in the management of a company. ACRA will also disqualify a director with at least three companies struck off by ACRA within a period of five years.

Can my secretary help me to open a Corporate Bank Account?

Of course, your Company Secretary will be happy to assist our client to open a corporate bank account and prepare the required documentations for the purpose of opening a bank account at a cost. However, for non-Singapore incorporated company, the account opening will be more difficult compared with a Singapore incorporated company.

Can my secretary provide Nominee Director Services?

Yes, your company secretary has a panel of person who can act as your local resident director at a fee to be agreed upon. We will require the appointor to provide a disclosure on the person who has requested the appointment.

Can my secretary provide Registered Address Services?

Yes, your company secretary has the ability to provide a registered address at a fee to be agreed upon. Our address is at a prestigious area within the central business district.

What are the typical qualifications of the Company Professional Secretary?

The minimum requirement is that a company secretary should be based in Singapore and is a local resident. A resident company secretary can be either a Singapore citizen or permanent resident.

This person should be at least 18 years old and, in the case of public companies, must possess one of the necessary qualifications.

There is no specific qualification for a company secretary to be appointed for private limited company. However, under the Singapore’s Companies Act, Cap. 50, the person appointed should have the pre-requisite knowledge to act as a company secretary.

Other qualifications that are accepted are as follows:

  • a qualified person under the Legal Profession Act (Cap. 161).
  • a public accountant.
  • a member of the Institute of Singapore Chartered Accountants (formerly known as the Institute of Certified Public Accountants of Singapore).
  • a member of the Chartered Secretaries Institute of Singapore.
  • a member of the Association of International Accountants (Singapore Branch); or
  • a member of The Institute of Company Accountants, Singapore.

What kind of secretarial services will be chargeable?

Non routine secretarial matters will be chargeable on a request basis. Examples include:

  • New issuance of shares
  • Transfer of shares
  • Change of constitution
  • Change of directors
  • Opening of additional bank accounts
  • Change of company name
  • Preparation of notices, minutes and other documents pertaining to directors’ and shareholders’ meetings (Extraordinary General Meeting)
  • Attending official meetings

My company was dormant in the last financial year. Do I still need to hold an AGM?

Even if a company was dormant, it is mandatory to hold AGM and file Annual Return.

There was a change in director of my dormant company. Do I need to inform ACRA?

Yes, even if your company was dormant, you are required to notify ACRA for any change of company particulars including change of directors.

Can a company Dispense the need to hold AGM

Yes, any private company need choose not to hold AGM if their members pass a written resolution to dispense with the holding of AGM.

A company may pass written resolutions for matters that would have been tabled at an AGM. The written resolutions may be circulated via hardcopies or other legible form (such as e-mails) as agreed upon by the company and the members.

To safeguard the shareholders, any member can request an AGM to be held for a private company even if it is exempted or has dispensed with the AGM. A member needs to notify the company no later than 14 days before the end of the sixth month after the company’s financial year end.

Once this request is received, the company’s directors must hold an AGM within six months after the financial year end. The company can apply online to the Registrar for an Extension of Time before the deadline – i.e., before the end of the six months after the financial year end – if needed.

And if a member or auditor requests an AGM to be held after the financial statements are sent out, the company must then hold a general meeting to lay the financial statements within 14 days of the date of such request.

Can an Employment Pass (EP) Holder be a director of the company in Singapore?

Yes, an EP holder can be a resident director of a company. However, if he or she is acting as a director for a subsidiary, letter of consent from ministry of Manpower is required to be obtained beforehand.

When the due date of the company Annual General Meeting (AGM)?

AGM will be required 6 months after the financial year end of the Company. When the AGM is held and the reported after its due date, it will incur penalty from ACRA at $300 per section.

Does my company require filing of XBRL (eXtensible Business Reporting Language) reporting?

XBRL is only compulsory for limited private company (company with corporate shareholder) or insolvent company.

How do I terminate the services of our Secretary

All you need to do is to inform your company secretary via email or by a letter. Thereafter, the Board of Director should pass a resolution for the appointment of a new secretary and the removal of the secretary.

I am not satisfied with my existing service provider. Can I switch to Corporate Services Singapore?

We will be happy to discuss the matters with you and take over the statutory records of your company subject to the termination of your secretarial service with the existing service provider. The process is generally as follows:

  • Let us know when you wish to switch to Corporate Service Singapore. We will work with you to understand your needs and provide a quotation for our services accordingly.
  • If you decide to proceed further, you will need to terminate your services with the existing service provider.
  • Upon termination of services with the existing service provider, you will need to inform them to transfer all the statutory records of the company to Corporate Services Singapore.
  • Once we have received the statutory records, we will do the necessary documents and filings with the Accounting and Corporate Regulatory Authority (ACRA).

Can I nominate the same company to be my Secretary and Auditor at the same time?

There is no specific requirement that prevents a client from doing so. However, for good corporate governance and to avoid conflict of interest, such appointment may be with different firms.

Are there any hidden cost that I need to consider, when i engage the services of a Secretary?

Yes, you should take note because most company secretary may charge a minimum retainer fees and thereafter, various ad-hoc fees. At HeySara, we keep to an unlimited plan for most of the required resolutions so that you dont have to keep paying ad-hoc fees for these standard resolutions.

Our charges are competitive and this keeps you at ease when you switch to HeySara knowing that your fees are pretty much fixed for the year if you don’t have many resolutions to pass.

Can my secretary provide Nominee Shareholder Services?

Yes, your company secretary has a panel of person who can act as your local nominee shareholder at a fee to be agreed upon. We will require the appointor to provide a disclosure on the registrable controller who has requested the appointment.