Corporate Secretarial Services

Our proficient team offers flexible and dependable corporate secretary services tailored to meet your business needs, always accommodating your schedule.

Legal requirements of a corporate secretary

In accordance with Singapore’s Companies Act, every registered company in Singapore is obligated to appoint a corporate secretary. For newly incorporated businesses, the corporate secretary must be designated within six months of the incorporation date.

Corporate secretaries are required to be members of the Institute of Certified Public Accountants of Singapore or possess a minimum of three years of experience as company secretaries.

Directors hold the authority to appoint the company’s secretary or secretaries, and at least one member of the board of directors must be present at the company’s registered office during its public opening hours, either in person or through a company representative.

Corporate secretaries in Singapore who are Singapore Permanent Residents or Singapore Citizens are required to reside in Singapore and cannot serve as the sole director of the company.

The role of the corporate secretary encompasses ensuring adherence to the legal framework of the company, maintaining regular records, and compliance with regulatory obligations. Failure to comply with these requirements may result in adverse consequences for both the company and its directors, including potential imprisonment, the appointment of a new executive director or secretary, and financial penalties.

Our service offerings

Groundwork’s Advisory offers reliable and trustworthy corporate secretarial services with a focus on ensuring compliance with administrative and regulatory mandates, allowing you to concentrate on developing your business.

We pledge to provide you with competent corporate secretaries well-versed in company laws. Whether you are establishing a new business or seeking a certified secretary for your existing company, Groundwork’s corporate secretary services encompass all your needs.

How do we assist you?

Our comprehensive corporate secretarial services include:

  • Preparation and filing of annual returns.

  • Managing the appointment and resignation of company directors, company secretary, auditors, and officers.

  • Facilitating changes in principal business activities (SSIC Codes), financial year-end, officers’ particulars, company name, and/or registered business address.

  • Organizing Board of Director Meetings and/or Annual General Meetings (if required), including the recording of minutes during these meetings.

  • Keeping statutory register books up to date.

  • Sending timely reminders to you before regulatory compliance deadlines.

  • Preparation and filing of annual returns.

  • Drafting relevant resolutions, including declarations and distributions of dividends, share capital reduction, and share issuance; transfer (Ordinary & Preference). The complexity of transactions will be evaluated on a case-by-case basis. For complex transactions, Groundwork’s Advisory may recommend the preparation of resolutions by legal professionals, and we will assist with the necessary filings with ACRA as well as the issuance of share certificates. Complex transactions may include share buybacks, restructuring exercises, share swaps, investment rounds, bonus shares issuance, and transactions involving treasury shares or other classes of shares.

Please note that the specific processes undertaken by Groundwork’s Advisory depend on the nature and size of the business, as well as mutually agreed terms.

Groundwork’s nominee director services in Singapore

Under Singaporean law, when establishing a new business, there must be at least one director and one shareholder. The appointed director’s name will be listed in official company records and used for formal proceedings regarding the company.

Groundwork’s Advisory offers full-time and temporary non-executive directors, as required by ACRA. Subsequently, you will need to designate at least one executive director, whether Singaporean or foreign, to make managerial decisions and oversee the business.

Key Filing Deadlines for Companies:

For December Year-End Companies (i.e. FYE 31 December 2021 – YA2022):

  • AGM: by 30 June 2022.

  • Annual Returns: by 31 July 2022.

For March Year-End Companies (i.e. FYE 31 March 2022 – YA2023):

  • AGM: by 30 September 2022.

  • Annual Returns: by 31 October 2022.

For June Year-End Companies (i.e. FYE 30 June 2022 – YA2023):

  • AGM: by 31 December 2022.

  • Annual Returns: by 31 January 2023.

Business owners will receive step-by-step guidance from our team to fulfill these requirements.

Fee structure for corporate secretarial services

For the appointment of a corporate secretary, a fixed one-time fee starting from SGD 300 per year, depending on the number of shareholders. For the appointment of a nominee director, a fixed one-time fee of SGD 1,500 per year.

For company incorporation, a fixed one-time fee of SGD 850 per entity. For further assistance or to explore more about our corporate secretarial services, please use the contact form, and we will promptly reach out to you.