Corporate Secretarial Services

Overview

All businesses in Singapore, whether in the form of companies, partnerships or sole proprietorships need to comply with strict rules laid down by the Accounting and Corporate Regulatory Authority (“ACRA”). In recent years, these rules, particularly those relating to directors’ responsibilities and filing requirements of companies have been extensively modified and extended. Increasingly, companies find the need to seek professional assistance in complying with these requirements.

Complete Corporate Services Pte Ltd offers integrated, tailor-made corporate service solutions to public and private companies which leaves you time to concentrate on your core business. Our knowledge and understanding of up-to-date statutory corporate governance and compliance requirements ensure specialised, effective and efficient care of both routine and extraordinary company matters, including incorporation, ongoing maintenance and corporate governance, restructuring, company secretarial advice, liquidation and dissolution.

In a service-oriented industry such as ours, we strive to provide excellent and professional service and counsel to our clients. We continue to nurture and retain a team of resourceful professionals to offer professional corporate secretarial services to all clients in a timely, efficient and effective manner.

Formation of Companies

Every business organisation in Singapore must be registered with the ACRA. The formalities of registering a company in Singapore with the ACRA is governed by the Singapore Companies Act, Chapter 50.

The first step in the process is to obtain the prior approval of the choice of proposed names from the ACRA. We can assist in submitting the application for approval of a company name online via BizFile. After the proposed company name has been approved, we can assist to incorporate the company online.

We assist in the preparation of all the necessary documents for submission to the ACRA relating to the incorporation of a Company including giving advice on all other corporate secretarial matters relating to formation of companies and corporate secretarial practice.

We also offer extensive advice and assist clients on matters relating to the transfer of partnership/ sole proprietor businesses to private limited companies.

Establishment of Foreign Companies (Singapore Branches)

A foreign company incorporated outside Singapore may establish a business or carry on business in Singapore through a Branch. A foreign company is required by law before it establishes a place of business or commences to carry on business in Singapore to lodge certain documents for registration with the ACRA.

We assist in the preparation and filing of the necessary documents for registration of a Singapore Branch online via BizFile. We can also act as corporate secretarial agent for the subsequent compliance of the continuing obligations of a Singapore Branch, annual filing of accounts and the cessation of business in Singapore or liquidation of the Singapore Branch.

Acting as Corporate Secretarial Agents

We act as corporate secretarial agents for Companies and Singapore Branches by assisting them in their annual compliance matters and non-routine corporate matters:
• Attending and recording minutes of board and shareholders’ meetings;
• Preparing board resolutions and shareholders’ resolutions;
• Advising/ updating clients on compliance with the Companies Act and the listing requirement of respective Exchanges;
• Filing of Annual Returns and audited accounts;
• Maintenance of statutory records for private, public and public-listed companies;
• Change in share capital structure;
• Transfer of shares;
• Change of directors, managers, auditors and company secretaries
• Change of registered office address;
• Change of financial year end;
• Opening of bank accounts and changes to bank signatories;
• Change of company‘s Name; and
• Alteration of Memorandum and Articles of Association.

Registration of a Business Name/ Limited Liability Partnership

Any person who is carrying on business either as a sole-proprietor or in partnership with others must register a business name or limited liability partnership (LLP) with the ACRA.

We assist in the preparation and filing of the necessary documents for registration of a business name, or LLP, appointment of a manager, changes in registered particulars, termination of registration and renewal of Certificate of Registration for business names and annual declaration and accounts for LLP.

Establishment of a Representative Office

Foreign companies may have a presence in Singapore by establishing a Representative Office (“RO”). A RO has no legal corporate status in Singapore. Its activities are restricted by rules enforced by International Enterprise Singapore (“IE Singapore”) although there is no statute governing ROs at the present time. IE Singapore and the Monetary Authority of Singapore (“MAS”) are responsible for the registration of ROs in Singapore.

IE Singapore registers ROs from the manufacturing, trading, trade logistics and trade-related services sectors while MAS registers ROs from finance-related industries.

We assist in the preparation and filing of the necessary documents for setting up of a Representative Office including the renewal of the registration.

Application for A Company to be Struck-off

A Company may apply for its name to be struck off the Register if it is able to meet certain criteria.

We assist in the preparation and filing of the necessary documents for the application by a Company for its name to be struck off the register under Section 344 of the Companies Act, Chapter 50 online via BizFile.

Members‘ Voluntary Liquidation

If members of the Company are no longer interested in continuing with the business, they should consider winding-up the Company.

We assist in the preparation and filing all the necessary documents for the winding-up of a Company by way of a Members‘ Voluntary Liquidation.

Other Services

Registered Office
Companies can make use of our address as their registered office address. In addition, we can receive mails on your behalf and deliver to you unopened or process them according to your instructions.

Nominee Directors
As required by law, each company must have at least one director of which must be ordinarily resident in Singapore. Whilst we cannot accept appointment as Company Directors, we can assist you to obtain the services of a professional to act as your company‘s nominee director.

Obtaining Information of Other Businesses
We perform searches of information from the ACRA or other commercial agencies such as credit bureau, on your behalf, and obtain information such as details of shareholders, directors, financial statements, business activities, credit rating, litigation, etc.

Assistance with Employment Passes
We can assist in the application for employment passes for companies wishing to employ expatriate staff. Where necessary, we can also assist in the application for dependant passes.

Acting as Independent Scrutineers
We can act as independent scrutineers for public companies at any voting by poll.

Miscellaneous Services
We provide the following additional services to newly set-up companies:
• Application for a Central Registration (CR) Number with International Enterprise Singapore if your Company‘s business activity is importing and/or exporting of goods;
• Application for a Central Provident Fund Account for your Company;
• Application for telephone and fax lines; and
• Sourcing for computer hardware and software and office equipment to meet client‘s requirements.