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Apart from eating up my start-up funds, what role can a company secretary play? How do I tell the difference when there are so many ‘me-too’ company secretaries?
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Prepared for Plug-In@Blk71
June 26, 2014
PICKING A COMPANY SECRETARY FOR YOUR STARTUP
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LAUNCH YOUR BIG IDEA
INTRODUCING COMPANY SECRETARY
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Role of a company secretaryWho can act as a company secretaryHow to recognise a good company secretaryImportant events each company needs to comply with annuallyFilings with the ACRA website
WHAT WE WILL COVER
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When the company has one shareholder / director
SMALL COMPANY
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LARGE COMPANY
High relevance when the company has multiple shareholders / directors
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WHO CAN ACT AS A COMPANY SECRETARY
Ordinary resident of SingaporeNatural personMinimum of 18 years of ageKnowledge and experience
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A hot chick on reception
Can use a nail file
Handles admin work
A COMPANY SECRETARY IS NOT
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A hot chick on reception
Can use a nail file
Handles admin work
A COMPANY SECRETARY IS
Specialized knowledge
Organized
Progressive and solution-orientated
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SET IMPORTANT DATES
Financial year-endManagement accountsEstimated Chargeable Income (ECI)Annual General Meeting (AGM)Tax filing
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PROGRESSIVE
Sign documents electronically via your mobile
JARGONS
ROLE OF COMPANY SECRETARYFROM START TO END
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Prepare the M&AAConsent to act as directors and
shareholdersReview of documentsFile returns with ACRAPrepare the Important Dates
documentPrepare the first board meeting
minutesOrganise the common seal and
the company stamp
Prepare the statutory registers:-Register of directors & officers;-Director’s shareholding; -Register of members – ordinary/preference; -Register of allotment; -Register of transfers; -Register of charges
Prepare and issue the share certificates
STARTING BUSINESS
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ON-GOING MATTERS
Directors Changes:- Appointment- Update the ID / residential
address- Resignation- Removal
Auditors Changes:- Appointment- Change- Resignation
Members Changes:- Allotment (to existing or new
shareholders)- Transfer (between existing or to
new shareholders)- Update the ID / residential
address
Capital Changes:- Allotment for cash and non
cash consideration (increase)- Reduction (with or without
court order)
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ON-GOING MATTERS
Employee Stock Option Scheme:
- Record the ESOS- Create the ESOS committee - Record the Committee minutes- Allot shares to employees- File the allotment with ACRA
Amendment of the M&AA (when investors come in):- Include required provisions- Comply with the Companies
Act
Changes in:- Company name- Financial year end- Business activities (SSIC codes)
Conversion of:- Sole proprietorship to company- LLP to company
Charges (secured loans):- Creation- Modification- Satisfaction
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Strike off application:- Bank account closure resolution- Consent from shareholder and directors for strike off- IRAS tax clearance- ACRA strike off: file application + address queries raised by ACRA officers
CLOSING DOWN BUSINESS
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SCENARIO
Financial year end is 28 Feb 2013AGM is due 31 Aug 2013Corporate shareholder (an investor company) introduced on 01 Jan 2013Director resigned 31 March 2013Corporate shareholder transferred shares to an individual on 01 Feb 2013
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TERMS OF USE
Restrictions on Use of Contents1. Except as otherwise provided, the Contents of this Document shall not be reproduced, republished, uploaded, posted, transmitted or otherwise distributed in any way, without the prior permission of FUTUREBOOKS SINGAPORE PTE LTD. To use any parts of the Contents of this Document, the user must seek permission in writing, stating the c Contents for use; intent of use; manner of use; time frame of use and identity of the user. FUTUREBOOKS SINGAPORE PTE LTD reserves the right to refuse permission without declaring reason(s); and/or if information submitted by user is deemed insufficient.2. You may view, download and print the Contents if:(a) the Contents are used for non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media, and(b) no alterations, additions or modifications of the Contents are made in any way(c) due acknowledgement is given to “FUTUREBOOKS SINGAPORE PTE LTD” and citing the sources for the relevant data extracted.3. Modification of any of the Contents or use of the Contents for any other purpose will be a violation of FUTUREBOOKS SINGAPORE PTE LTD ‘s copyright and other intellectual property rights. Graphics and images on this Document are protected by
copyright and may not be reproduced or appropriated in any manner without written permission of FUTUREBOOKS SINGAPORE PTE LTD.4. Any request to otherwise reproduce the Contents from this Web Site for publication or commercial use should be addressed to: [email protected] of Warranties and Liability5. The Contents of this Document are provided on an “as is” basis without warranties of any kind. To the fullest extent permitted by law, FUTUREBOOKS SINGAPORE PTE LTD does not warrant and hereby disclaims any warranty:(a) as to the accuracy, correctness, reliability, timeliness, non-infringement, title, merchantability or fitness for any particular purpose of the Contents of this Document;(b) that the Contents available through this Document or any functions associated therewith will be uninterrupted or error-free, or that defects will be corrected or that this Document and the server is and will be free of all viruses and/or other harmful elements.6. FUTUREBOOKS SINGAPORE PTE LTD shall also not be liable for any damage or loss of any kind caused as a result (direct or indirect) of the use of the Document, including but not limited to any damage or loss suffered as a result of reliance on the Contents contained in or available from the Document.