FAQ ON OTHER COMPANY MATTERS
The company secretary is required to ensure that the company is in compliance with the relevant legal requirements in accordance with Singapore Companies Act, Cap. 50.
A Company Secretary takes on an extremely wide job scope, which ranges from reporting and updating of company information with ACRA to preparing agendas for shareholders’ meetings etc. Below is a non-exhaustive list indicating the general responsibilities of a company secretary:
1. Updating and filing with ACRA relating to changes in company
2. Maintenance and upkeep of company’s statutory registers to ensure they up-to-date
3. Preparation of minutes/circular resolutions for directors and for AGMs
4. Sending reminders on filing deadlines
5. Ensure the safekeeping and proper use of the company seal
6. Maintaining the shareholder register and to record movement of shareholders
A company director can also hold the position of the company secretary only if he is not the sole director of the company and met the requirements to act as the company secretary.
A nominee director is a person who agrees to be listed as a principal officer of a business even though he/she will have little or no involvement in the actual running of that company.
A Nominee Director undertakes significant risk. For example, if the company or its actual directors go missing or are uncontactable resulting in filing and compliances delays/issues, the local authorities will go after the nominee director. Although the nominee director operates under controlled responsibilities and act mainly to fulfill the resident director requirement, his/her liability is not – serious breaches of the law by the company can result in the prosecution of the nominee director. Singapore government takes a serious view on compliance matters because as an international business hub, it wants to protect itself from bad players.
With the above in mind, corporate service providers usually conduct a thorough know your client due diligence as part of agreeing to provide nominee service.
A registered office address refers to the place where all communications and notices to the company or LLP or business may be addressed, and the place where the company’s or LLP’s register and records are kept.
A registered office must be operational and accessible to the public during normal office hours, but need not be where the company or LLP conducts its activities (e.g., registered office address is in Paya Lebar, but the place of business operation is elsewhere like Yishun).
A. First of all, it is a legal requirement to have a registered office if you want to run a company. The company must have an office with a valid postal address. All the statutory mails will be sent to this office. So, for official correspondence, such an office is a must. However, it does not have to be the place where the business is run.
This makes it possible for overseas businesses to run their business in Singapore without having a physical base there. There are service providers who provide a registered office for such purpose. These service providers also ensure that the mails sent to this office are delivered to the authorised company representatives. This can be very beneficial for directors and business owners not based in Singapore.
An overview of closing a local company is provided below. For further information / details on the various methods, please do seek professional advice.
Striking off Application
The easiest and fastest way to close a company is to apply to ACRA to strike off its name from the Register. ACRA may approve the application if there is reasonable cause to believe that the company is not carrying on business, and the company is able to satisfy the below criteria for striking off. If the company is GST registered and is no longer carrying on a business, it has to apply for cancellation of GST registration with IRAS.
A director may apply to ACRA to strike off the company's name from the register if the company is not carrying on business and the company is able to satisfy the following criteria for striking off.
· The company has not commenced business since incorporation or has ceased trading.
· The company has no outstanding debts owed to Inland Revenue Authority of Singapore (IRAS), Central Provident Fund (CPF) Board and any other government agency.
· There are no outstanding charges in the charge register.
· The company is not involved in any legal proceedings (within or outside Singapore).
· The company is not subject to any ongoing or pending regulatory action or disciplinary proceeding.
· The company has no existing assets and liabilities as at the date of application and no contingent asset and liabilities that may arise in the future.
· All/majority of the director(s) authorise you, as the applicant, to submit the online application for striking off on behalf of the company.
Members' Voluntary Winding up
A company may decide to wind up its affairs voluntarily if the directors believe that the company will be able to pay its debts, in full, within 12 months after the commencement of the winding up. The company will appoint a liquidator, or provisional liquidator, to wind up its affairs and file the necessary notifications required under the Companies Act / Insolvency, Restructuring and Dissolution Act. For more details, please seek professional advice.
Creditors' Voluntary Winding up
A company may decide to opt for a 'creditors' voluntary winding up” if its directors believe that it cannot, by reason of its liabilities, continue its business. The company will appoint a liquidator, or provisional liquidator, to wind up its affairs and file the necessary notifications required under the Companies Act / Insolvency, Restructuring and Dissolution Act. For more details, please seek professional advice.
Compulsory Winding up
A company may be wound up under an Order of the Court under certain circumstances e.g. the company is unable to pay its debts. The Court may appoint a liquidator to wind up the affairs of the company. Where no liquidator is appointed by the Court, the Official Receiver shall be the liquidator of the company. The liquidator will file the necessary notifications required under the Companies Act / Insolvency, Restructuring and Dissolution Act.
A company may be placed under receivership, if a receiver is appointed to enforce a charge for the benefit of holders of debentures of the company.
If a company, or its creditor(s), considers that the company is/will be unable to pay its debts and there is a reasonable probability of rehabilitating the company, instead of resorting to a winding up, the Court may upon an application, order that the company be placed under judicial management. A judicial manager will be appointed.
A foreign branch has to cease its operations in Singapore if its head office has been dissolved or is in liquidation.The authorised representative of the foreign branch is required to lodge “Notice by Authorised Representative of Foreign Company of Liquidation or Dissolution of Company” with ACRA. If the foreign company’s local branch in Singapore has ceased business, the authorised representative is required to lodge “Notification by Foreign Company of Cessation of Business” with ACRA. The foreign company may apply to ACRA for striking off if it is able to satisfy the following criteria for striking off:
a. The sole authorised representative is unable to resign because the company has not appointed a replacement.
b. The authorised representative has received no instructions from the company for at least 12 months after a request has been made regarding whether the foreign company intends to continue operations in Singapore.
c. The foreign company has no authorised representative (can be filed only by registered filing agent).
If the foreign company or its local branch in Singapore is GST registered, it has to apply for cancellation of GST registration with IRAS as well.