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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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