Service Guide Maintaining a Private Limited Company incorporated in Singapore
Incorporation Pte. Ltd. 111 NORTH BRIDGE ROAD #21-01 PENINSULA PLAZA SINGAPORE 179098 Telephone: 6336 8866 Fax number: 6337 0795 Email address: helpdesk@lionsworldincorp.com Lionsworld Group of Companies Lionsworld Business Centre 111 North Bridge Road #27-01 Peninsula Plaza Singapore 179098 Telephone: 6385 5522 Fax Number: 6389 3988 A & P Secretarial Services 10 Anson Road #15-14 International Plaza Singapore 079903 Telephone: 6224 0328 Fax Number: 6227 0187 Business Answering Services Pte. Ltd. 5001 Beach Road #03-98H Golden Mile Complex Singapore 199588 Telephone: 6292 0909 Fax Number: 6298 1804
CONTENT PAGE NO. Introduction Private Company limited by shares 1 Minimum requirements for different positions 2 Basic information for maintaining a Private Limited Company 3 How a Company make a decision Decision making by board of directors 4 Decision making by shareholders 5 Changes to directorship Appointment of director 6 Resignation of director 7 Removal of director 8 Cessation of director 9 Changes to shareholding/shareholders Transfer of shares 10 Increase of paid up capital 11 Changes to bank-related issues Opening of bank account 12 Closing of bank account 13 Amendment in bank signatory/condition 14 Acceptance of bank facilities 15 Changes to company's auditor Appointment of auditor 16 Resignation of auditor 17 Removal of auditor 18 Holding of an Annual General Meeting (AGM) 19 Striking off a company 20 Others Change of registered address 21 Change of company s name 22 Director s remuneration (fee/salary) 23 Declaration of dividends 24 Change of financial year end 25 Change of business activity 26 Acceptance of agreement/contract 27 Appendices Appendix 1: Processing charges 28 Appendix 2: Execution of special documents 29 Appendix 3: Form 45 (Consent to Act as Director) 30 Appendix 4: Information on resignation of director 32 Appendix 5: Add a corporate shareholder 34 Appendix 6: Guidelines on Application for Striking Off 35 Appendix 7: Information on registered address 38 Disclaimer 43
Introduction PRIVATE COMPANY LIMITED BY SHARES Legal entity 1 A private limited company is a legal entity: It can sue or be sued in its own name. It can also own properties in its own name. The company will continue to exist unless it is properly wound up or struck off from the register. Limited liabilities of members Liability of members is limited by their contribution (or investment). This includes any unpaid shares issued to them. The creditors of the company are not entitled to take a member s personal assets to pay off the company s debts. Thus, a member's personal asset is protected. Memorandum and Articles of Association (M&AA) Every company has its own M&AA, which is to be observed by the company and its members. 2 Default has been made to include in the following restrictions in the M&AA of a private limited company: 3 the right to transfer the company's shares number of members shall not be more than 50. Differences between exempt and non-exempt private company A private limited company can be either exempt or non-exempt. Exempt private company Non-exempt private company Number of shareholders Less than 20 members More than 20 but less than 50 members Type of shareholders Individuals Individuals and/or corporation Filing of accounts to ACRA Audit requirement Not necessary if it is solvent 4 Not necessary unless its revenue in that financial year exceeds the prescribed amount 5 Yes Company s loan to director Possible Restricted 6 Yes, unless it is dormant. 1 Companies Act (Chapter 50) Section 19(5) 2 Companies Act (Chapter 50) Section 39 3 Companies Act (Chapter 50) Section 18 and Section 32 4 Solvent: Company is able to pay off its debts when it falls due. 5 $2.5 million (for financial year starting on or after 15 May 2003 but before 1 June 2007) or $5 million (for financial year starting on or after 1 June 2004). For a period which is less than 12 calendar months, the prescribed amount shall be proportionately adjusted. 6 Conditions stated in Companies Act (Chapter 50) Section 162 must be fulfilled. Page 1
MINIMUM REQUIREMENTS FOR DIFFERENT POSITIONS Introduction Director In general, a director is responsible for managing the company's day-to-day operation. Every company shall have at least one director who is ordinarily resident in Singapore. 7 He must be above the legal age requirement and not disqualified by law to be a director. For full qualifications of a director, please refer to Appendix 3. Shareholder A shareholder is commonly known as the member of the company. He is one who invests and holds shares in a company. The minimum number of shareholder required in a private limited company is 1 but not more than 50. The shareholder of the company can be a natural person above the legal age requirement or a corporation. A director can also be the shareholder of the company. Company Secretary Every company shall have at least one company secretary. The board of director(s) is responsible for appointing a company secretary. The position of a company secretary shall not be left vacant for more than 6 months at any one time. He shall have requisite knowledge and experience to discharge the functions of the Company Secretary. Auditor (Optional) The appointment of an auditor is compulsory if: the company is a non-exempt private company; or the company s revenue exceed the prescribed amount for that financial year. 8 The company shall appoint an auditor within 3 months from the date of incorporation, unless it is exempted from audit requirement under Companies Act (Chapter 50) Section 205(B) and 205(C). If the company ceases to be exempt (after incorporation), the company shall appoint an auditor at any time before the next annual general meeting. 7 Ordinarily resident in Singapore refers to Singaporean Citizen, Permanent Resident, a person who has been issued a Entre Pass/Approval-In-Principle Letter, or a Dependant Pass holder. 8 $2.5 million (for financial year starting on or after 15 May 2003 but before 1 June 2007) or $5 million (for financial year starting on or after 1 June 2004). For a period which is less than 12 calendar months, the prescribed amount shall be proportionately adjusted. Page 2
Introduction BASIC INFORMATION FOR MAINTAINING A PTE. LTD. COMPANY First Directors' Resolution After the company is incorporated, the first meeting that the board of directors hold is usually called the first directors meeting, and it shall discuss the following matters: (1) Adoption of Memorandum and Articles of Association (2) First directors take seat (3) Allotment of share to subscribers (shareholders) (4) Issuance of share certificate(s) (5) Place of the registered office (6) Adoption of common seal Account The account of a company shall comply with the requirements of the Accounting Standards laid out by Accounting and Corporate Regulatory Authority, Singapore (ACRA) at all times. The company is also required to prepare the account in extensible Business Reporting Language 9 (XBRL) format if : it is a non-exempt private company, or it is insolvent 10 Annual General Meeting (AGM) The due date for annual general meeting is based on the earliest date of the 2 sections stated below: First AGM to be held Subsequent AGM to be held Section 175 Section 201 - Not more than 18 months from the date of incorporation. - Not more than 15 months from the previous AGM date, or - At least once in every calendar year, whichever is earlier. - Not more than 6 months from the date of the financial year end. - Not more than 6 months from the date of the financial year end. Annual Return Every company having a share capital shall lodge a return with ACRA annually, containing the particulars referred to in the Companies Act (Chapter 50) Eighth Schedule and accompanied by such copies of documents as may be prescribed. Corporate Tax Every Company must register with the Inland Revenue Authority of Singapore (IRAS) for their tax return. To find out more on taxation, please consult your tax agent or visit www.iras.gov.sg. 9 Practice Direction 2 of 2007 (ACRA) 10 The company appeared to be unable to meet its liabilities as and when they fall due. Page 3
Introduction Board of directors decision DECISION MAKING BY BOARD OF DIRECTORS A decision made by the board of directors and recorded is referred to as directors resolution. Every company must keep minutes of all board meeting. The minutes are evidence of the proceedings to which they relate. Circumstances requiring board of directors approval The board of directors may approve a decision if: requested by third party (such as bank requesting board resolution for opening of bank account) any decision that the director deems necessary to obtain the board's approval required by provisions in Companies Act (Chapter 50) required by articles stated in M&AA Ways of making directors decision There are 2 ways in which the directors can make a decision, that is, through a meeting (in person) or a directors resolution in writing. 1. Meeting in person The board of directors may come together to hold a meeting to discuss an issue. Proceeding to convene the meeting Notice Send to all directors by the usual form of practice (Date, time, place & agenda of meeting must be stated) Meeting Presence of 2 directors shall form a quorum, unless otherwise specified in the M&AA Minutes Recorded Proceeding is recorded, signed and entered into the minute book. 2. Directors' resolution in writing It refers to a decision made by board of directors signing on a circulated resolution. For a single director company, the sole director can only make a decision by way of directors resolution in writing, as meeting is not possible. Proceeding to pass a directors resolution in writing Circulation of Directors' Resolution Circulated to all directors. Sign on the resolution 11 Directors shall sign on a document or consist of several documents in like form. Minutes Recorded Proceeding is recorded and entered into the minute book. 11 Refer to M&AA on the number of directors required to sign on the directors' resolution. Page 4
Introduction Shareholders decision DECISION MAKING BY SHAREHOLDERS Generally, shareholders may approve any issue that is brought to their attention through a general meeting. Shareholder's approval must be sought if it is spelled in the Companies Act or the article, such as increase capital paid up. General Meeting The procedures for a general meeting are strictly governed by the Companies Act and company s M&AA in terms of notice periods, attendance, voting rights and procedures and the differing majorities required for specific resolutions. Proceeding to call for a general meeting 1. Request Send request A general meeting can be requested by two or more shareholders, who are holding at least 10% of the paid up capital of the company, or director(s) by giving a written notice to the board of directors. Convene general meeting By Board of Directors Upon receiving the requisition, the board of directors shall within 21 days convene a general meeting that is to be held within 2 months (after receipt of requisition). By Requisitionist If the board of directors does not convene the general meeting within 21 days upon receiving the notification, the requisitionists may themselves convene the general meeting that is to be held within 3 months from the date of requisition. 2. Notice given A notice (stating the date, time, venue and agenda) of the meeting is sent out to all persons entitled to receive the notice. A notice period of 14 days is usually given, unless otherwise specified by the Companies Act (Chapter 50) or M&AA. The form of notice is usually by way of post, unless otherwise specified in the M&AA. 3. Meeting 12 Presence of 2 shareholders in the meeting shall form a quorum, unless otherwise specified in the M&AA. Attendance and votes are taken during the meeting. If a shareholder is unable to attend the meeting, he/she may appoint a proxy 13 to attend or vote on his behalf. 4. Minutes Recorded Proceeding is recorded, signed (by shareholders) and entered into the minute book. 12 Companies Act (Chapter 50) Section 179 (1) 13 A shareholder can appoint no more than 2 proxies to attend and vote at the same meeting. In such case, the shareholder must specify the proportions of his shareholdings represented by each proxy. Companies Act (Chapter 50) Section 181. Page 5
Changes/Updates to a company
APPOINTMENT OF DIRECTOR Qualifications of a Director: 1. He must be a natural person. 2. He needs to be above 18 years old and of sound mind. 3. He must not be a bankruptcy or not disqualified by law to be director. Please refer to Appendix 3 for full qualifications of a director. How to Appoint a Director? Service guide: Changes to directorship 1 SEND us the required information in writing (by email/fax/come to our office in person) (i) Particulars of new director A) - For Local : copy of NRIC - For Foreigner : copy of passport and foreign identity card reflecting residential address - For Employment/Dependant Pass Holder : copy of Employment/Dependant pass and passport B) Contact details of new director (E.g. email address and/or local mobile number) (ii) Indicate the way you prefer the documents to be delivered to you (come in person/email/fax/ courier/post) *Please contact us if you do not receive any response within 12 working hours.* 2 GET the documents from us - Come to our office in person, or - By Post / Courier (Postage fee / courier fee is applicable) 1, or - By Email / Fax (please make 3 copies of the attached documents) 3 SIGNING of documents (i) Please sign on 3 sets of the documents (ii) Consent to Act is to be witnessed by: - our service personnel in our office, or - an Advocate & Solicitor if signed in Singapore, or - a Notary Public if signed overseas. *Please refer to Appendix 2 if the documents include Consent to Act/Transfer Form/Application for Shares/Statutory Declaration/Proxy Form 4 RETURN of signed documents Return us: - 3 sets of originally signed documents - Payment includes processing charges (Appendix 1) and all outstanding payment COMPLETION - We will file to the authority (if necessary) - A copy of the document will be sent to you once completed. Please contact us if you do not hear from us within 5 working days. - Is the appointed director also a shareholder? If so, please advise if it is by way of Transfer of Shares or Increase Paid Up Capital. 1 Postage fee will be imposed according to the charges by the post office. Courier fee is at $10 per trip. Page 6
RESIGNATION OF DIRECTOR Service guide: Changes to directorship Notes: Resignation of the director must be voluntary and willingly. There must be at least one ordinarily resident remaining as a director in the event of resignation, otherwise the resignation shall be deemed invalid. Please refer to Appendix 4 for information on resignation of directors. What the board of directors need to do when a director resigns: 1 SEND us the required information in writing (by email/fax/come to our office in person) (i) The board of directors to provide us with: - the name of resigning director, and - resignation letter (originally signed) (ii) Indicate the way you prefer the documents to be delivered to you (come in person/email/fax/courier/post) *Please contact us if you do not receive any response within 12 working hours.* 2 GET the documents from us - Come to our office in person, or - By Post / Courier (Postage fee / courier fee is applicable) 1, or - By Email / Fax (please make 3 copies of the attached documents) - 3 SIGNING of documents Please sign on 3 sets of the documents *Please refer to Appendix 2 if the documents include Consent to Act/Transfer Form/Application for Shares/Statutory Declaration/Proxy Form 4 RETURN of signed documents Return us: - 3 sets of originally signed documents - Payment includes processing charges (Appendix 1) and all outstanding payment COMPLETION - We will file to the authority (if necessary) - A copy of the document will be sent to you once completed. Please contact us if you do not hear from us within 5 working days. - Is the resigning director also the shareholder? If he wishes to transfer away his shares, please refer to service guide on Transfer of Shares. - Will there be any change in authorized signatories/signing condition? If so, please refer to service guide on Amendment in bank signatory/condition. 1 Postage fee will be imposed according to the charges by the post office. Courier fee is at $10 per trip. Page 7
REMOVAL OF DIRECTOR Service guide: Changes to directorship Notes: To remove a director is an important event which requires shareholders approval. A general meeting needs to be called and the director who is concerned must be given the notice to attend the general meeting to present his case to the shareholders. The company must have at least one director who is ordinarily resident in Singapore. How to Remove a Director? 1 SEND us the required information in writing (by email/fax/come to our office in person) (i) Please get the remaining director to give us the name of the director to be removed. (ii) Indicate the way you prefer the documents to be delivered to you (come in person/email/fax/courier/post) *Please contact us if you do not receive any response within 12 working hours.* 2 GET the documents from us - Come to our office in person, or - By Post / Courier (Postage fee / courier fee is applicable) 1, or - By Email / Fax (please make 3 copies of the attached documents) 3 EXECUTION The following events will take place: - Board of directors will convene the general meeting (Directors Resolution) - Notice sent out to all persons entitled to receive the notice, including the director to be removed (Notice of meeting) - Meeting held (Attendance ) - Resolution made (Minute) - Notify us on the decision made *Please refer to Appendix 2 if the documents include Consent to Act/Transfer Form/Application for Shares/Statutory Declaration/Proxy Form 4 RETURN of signed documents Return us: - 3 sets of originally signed documents - Payment includes processing charges (Appendix 1) and all outstanding payment COMPLETION - We will file to the authority (if necessary) - A copy of the document will be sent to you once completed. Please contact us if you do not hear from us within 5 working days. - Is the director also a shareholder? If he wishes to transfer away his shares, please refer to service guide on Transfer of Shares. - Will there be any change in authorized signatories/signing condition? If so, please refer to service guide on Amendment in bank signatory/condition. 1 Postage fee will be imposed according to the charges by the post office. Courier fee is at $10 per trip. Page 8
Notes: A person ceases to become a director if he is: - disqualified by law as a director e.g. bankrupt - unable to discharge his duties as director, e.g. deceased Adequate proof has to be provided, e.g. death certificate. CESSATION OF DIRECTOR Procedures to effect the cessation of a director Service guide: Changes to directorship 1 SEND us the required information in writing (by email/fax/come to our office in person) (i) Please forward us the name of the director who ceased to be the director (ii) Proof of cessation, e.g. death certificate, bankruptcy notice (iii) Indicate the way you prefer the documents to be delivered to you (come in person/email/fax/courier/post) *Please contact us if you do not receive any response within 12 working hours.* 2 GET the documents from us - Come to our office in person, or - By Post / Courier (Postage fee / courier fee is applicable) 1, or - By Email / Fax (please make 3 copies of the attached documents) 3 SIGNING of documents Please sign on 3 sets of the documents *Please refer to Appendix 2 if the documents include Consent to Act/Transfer Form/Application for Shares/Statutory Declaration/Proxy Form 4 RETURN of signed documents Return us: - 3 sets of originally signed documents - Payment includes processing charges (Appendix 1) and all outstanding payment COMPLETION - We will file to the authority (if necessary) - A copy of the document will be sent to you once completed. Please contact us if you do not hear from us within 5 working days. - If the director is also a shareholder, you may wish to negotiate with the beneficiaries on the Transfer of Shares. - Will there be any change in authorized signatories/signing condition? If so, please refer to service guide on Amendment in bank signatory/condition. 1 Postage fee will be imposed according to the charges by the post office. Courier fee is at $10 per trip. Page 9
Service guide: Changes to shareholding/shareholders TRANSFER OF SHARES Notes: Share transfer must be on willing buyer and willing seller basis. Consent must be given by the existing shareholder if the share transfer - affects the existing shareholding ratio, or - results in introduction of new shareholder How to transfer shares? 1 2 SEND us the required information in writing (by email/fax/come to our office in person) (i) Name of seller (transferor). For Corporation, please provide a directors resolution for the disposal of shares, stating the number of shares disposed and the amount received for the sale of shares. (ii) Name of buyer (transferee). For new shareholder, please provide: A) - For Local : copy of NRIC - For Foreigner : copy of passport and foreign identity card reflecting residential address - For Corporation: Refer to Appendix 5 B) Contact details of transferee (E.g. email address and/or local mobile number) (iii) Number of shares to be transferred (iv) Consideration sum (price paid for buying the shares) (v) Indicate the way you prefer the documents to be delivered to you (come in person/email/fax/courier/post) *Please contact us if you do not receive any response within 12 working hours.* GET the documents from us - Come to our office in person, or - By Post / Courier (Postage fee / courier fee is applicable) 1, or - By Email / Fax (please make 3 copies of the attached documents) 3 4 SIGNING of documents (i) Please sign on 3 sets of the documents (ii) Transfer Form is to be witnessed by: - our service personnel in our office, or - an Advocate & Solicitor if signed outside our office, or - a Notary Public if signed overseas. *Please refer to Appendix 2 if the documents include Consent to Act/Transfer Form/Application for Shares/Statutory Declaration/Proxy Form z RETURN of signed documents Return us: - 3 sets of originally signed documents - Payment includes processing charges (Appendix 1) and all outstanding payment - Share certificate of the transferor (if it is in your possession) COMPLETION - We will file to the authority (if necessary) - The new share certificates will ready for collection after completion of the case. Please make arrangement to collect them. - A copy of the document (resolution) will be sent to you once completed. - Please contact us if you do not hear from us within 5 working days. - Is there any resignation or appointment of director? If so, please refer to service guide on Resignation of Director or Appointment of Director. 1 Postage fee will be imposed according to the charges by the post office. Courier fee is at $10 per trip. Page 10
Service guide: Changes to shareholding/shareholders INCREASE PAID UP CAPITAL Notes: Consent must be given by the existing shareholder if increase in paid up capital 1. affects the existing shareholding ratio (if not, only by way of right issue will apply), or 2. results in introduction of new shareholder How to increase paid up capital? 1 2 3 SEND us the required information in writing (by email/fax/come to our office in person) (i) Amount of capital paid up to be increased (ii) Number of new shares issued and consideration per share ($) (iii) Allocation of new shares (how many shares to who) (iv) If there is a new shareholder, please provide: A) - For Local : copy of NRIC - For Foreigner : copy of passport and foreign identity card reflecting residential address - For Corporation: Refer to Appendix 5 B) Contact details of shareholders (E.g. email address and/or local mobile number) (v) Indicate the way you prefer the documents to be delivered to you (come in person/email/fax/courier/post) *Please contact us if you do not receive any response within 12 working hours.* GET the documents from us - Come to our office in person, or - By Post / Courier (Postage fee / courier fee is applicable) 1, or - By Email / Fax (please make 3 copies of the attached documents) EXECUTION (i) The following events will take place: - Board of directors will convene the general meeting (Directors Resolution) - Notice sent out to all persons entitled to receive the notice (Notice of meeting) - Meeting held (Attendance ) - Resolution made (Minute) - Notify us on the decision made (ii) Application for Shares is to be witnessed by: - our service personnel in our office, or - an Advocate & Solicitor if signed outside our office, or - a Notary Public if signed overseas. *Please refer to Appendix 2 if the documents include Consent to Act/Transfer Form/Application for Shares/Statutory Declaration/Proxy Form 4 RETURN of signed documents Return us: - 3 sets of originally signed documents - Payment includes processing charges (Appendix 1) and all outstanding payment COMPLETION - We will file to the authority (if necessary) - The new share certificates will be ready for collection after completion of the case. Please make arrangement to collect them. - A copy of the document (resolution) will be sent to you once completed. - Please contact us if you do not hear from us within 5 working days. - Is the new shareholder also appointed a director? If so, please refer to service guide on Appointment of Director. 1 Postage fee will be imposed according to the charges by the post office. Courier fee is at $10 per trip. Page 11
OPENING OF BANK ACCOUNT Service guide: Changes to bank-related issues Notes: Bank application form is usually an extract copy of resolution which requires the director to certify that a directors resolution has been passed to approve the opening of the account and the way it will be operated. Minimum deposit for account opening applies and may vary with each bank Procedures to open a bank account 1 SEND us the required information in writing (by email/fax/come to our office in person) (i) Name of the Bank (ii) Bank s Resolution/Application Form from the bank (iii) Name and IC number of the authorized person(s) who can operate the account (iv) Signing condition for the bank s cheque, e.g. sign singly, jointly, etc (v) Currency of bank account, for instance SGD or USD. (vi) Indicate the way you prefer the documents to be delivered to you (come in person/courier/post) *Please contact us if you do not receive any response within 12 working hours.* 2 GET the documents from us - Come to our office in person, or - By Post / Courier (Postage fee / courier fee is applicable) 1 3 SIGNING of documents Please sign on 3 sets of the documents and original bank application form *Please refer to Appendix 2 if the documents include Consent to Act/Transfer Form/Application for Shares/Statutory Declaration/Proxy Form 4 RETURN of signed documents Return us: - 3 sets of originally signed documents - Original Bank s Resolution/Application Form (signed) - Payment includes processing charges (Appendix 1) and all outstanding payment COMPLETION - We will file to the authority (if necessary) - You will receive the following documents to be brought to the bank: Original Bank s Resolution/Application Form Certified True Copy of Directors Resolution Certified True Copy of M&AA Business Profile - It is a common practice for all authorized signatories/directors to be present at the bank personally for the account opening. - Please contact us if you do not hear from us within 5 working days. - 1 Postage fee will be imposed according to the charges by the post office. Courier fee is at $10 per trip. Page 12
CLOSING OF BANK ACCOUNT Service guide: Changes to bank-related issues Notes: The company must obtain the Board of Directors approval to close the Company s corporate account and present it to the bank. Procedures to close a bank account 1 SEND us the required information in writing (by email/fax/come to our office in person) (i) Name of the Bank (ii) Account number (iii) Full particulars of recipient whom the remaining balance should be transferred to (not applicable if it is made payable to the company itself) (iv) Name and IC number of the authorised person to collect the cheque (v) Indicate the way you prefer the documents to be delivered to you (come in person/email/fax/courier/post) *Please contact us if you do not receive any response within 12 working hours.* 2 GET the documents from us - Come to our office in person, or - By Post / Courier (Postage fee / courier fee is applicable) 1, or - By Email / Fax (please make 3 copies of the attached documents) 3 SIGNING of documents Please sign on 3 sets of the documents *Please refer to Appendix 2 if the documents include Consent to Act/Transfer Form/Application for Shares/Statutory Declaration/Proxy Form 4 RETURN of signed documents Return us: - 3 sets of originally signed documents - Payment includes processing charges (Appendix 1) and all outstanding payment COMPLETION - We will file to the authority (if necessary) - You will receive the following documents to be brought to the bank: Certified True Copy of Directors Resolution - Please contact us if you do not hear from us within 5 working days. 1 Postage fee will be imposed according to the charges by the post office. Courier fee is at $10 per trip. Page 13
Service guide: Changes to bank-related issues AMENDMENT IN BANK SIGNATORY/CONDITION Notes: This amendment is to supersede the present signing/operating condition. Procedures to amend bank signatory/condition 1 SEND us the required information in writing (by email/fax/come to our office in person) (i) Name of the Bank (ii) Account number (iii) Copy of form for amendment in bank signatory/condition from the bank, if any (iv) Name and IC number of the authorised person to operate the account (v) The new signing condition, e.g. singly, jointly, etc (vi) Indicate the way you prefer the documents to be delivered to you (come in person/email/fax/courier/post) *Please contact us if you do not receive any response within 12 working hours.* 2 GET the documents from us - Come to our office in person, or - By Post / Courier (Postage fee / courier fee is applicable) 1, or - By Email / Fax (please make 3 copies of the attached documents) 3 SIGNING of documents Please sign on 3 sets of the documents (and a set of original bank form, if any) *Please refer to Appendix 2 if the documents include Consent to Act/Transfer Form/Application for Shares/Statutory Declaration/Proxy Form 4 RETURN of signed documents Return us: - 3 sets of originally signed documents - A set of originally signed bank form (if any) - Payment includes processing charges (Appendix 1) and all outstanding payment COMPLETION - We will file to the authority (if necessary) - You will receive the following documents to be brought to the bank: Certified True Copy of Directors Resolution Original bank documents (if any) - Please contact us if you do not hear from us within 5 working days. 1 Postage fee will be imposed according to the charges by the post office. Courier fee is at $10 per trip. Page 14
Service guide: Changes to bank-related issues ACCEPTANCE OF BANK FACILITIES Notes: The bank application form is usually an extract copy of resolution which requires the director to certify that a directors resolution has been passed to approve the bank facilities. Common seal is usually required and has to be authorized for use on the directors resolution. Procedures to accept bank facilities 1 SEND us the required information in writing (by email/fax/come to our office in person) (i) The Letter of Offer and other related documents from the bank (ii) Name and IC number of the authorised person to execute the bank facilities (iii) Indicate the way you prefer the documents to be delivered to you (come in person/email/fax/courier/post) *Please contact us if you do not receive any response within 12 working hours.* 2 GET the documents from us - Come to our office in person, or - By Post / Courier (Postage fee / courier fee is applicable) 1, or - By Email / Fax (please make 3 copies of the attached documents) 3 SIGNING of documents Please sign on 3 sets of the documents *Please refer to Appendix 2 if the documents include Consent to Act/Transfer Form/Application for Shares/Statutory Declaration/Proxy Form 4 RETURN of signed documents Return us: - 3 sets of originally signed documents - Payment includes processing charges (Appendix 1) and all outstanding payment COMPLETION - We will file to the authority (if necessary) - You will receive the following documents to be brought to the bank: Certified True Copy of Directors Resolution - Please contact us if you do not hear from us within 5 working days. 1 Postage fee will be imposed according to the charges by the post office. Courier fee is at $10 per trip. Page 15
APPOINTMENT OF AUDITOR Service guide: Changes to company s auditor Notes: A company is only required to appoint an auditor if: - It has a revenue exceeding $5 million for that financial year, or - It has more than 20 shareholders /has one or more shareholder is a corporation (referred to as non-exempt private) A non-exempt private company need not appoint an auditor if it has been dormant throughout that financial year. Procedures to appoint an auditor 1 SEND us the required information in writing (by email/fax/come to our office in person) (i) Consent to Act as Auditor from new audit firm (ii) Resignation letter from current audit firm (if any) (iii) Indicate the way you prefer the documents to be delivered to you (come in person/email/fax/courier/post) *Please contact us if you do not receive any response within 12 working hours.* 2 GET the documents from us - Come to our office in person, or - By Post / Courier (Postage fee / courier fee is applicable) 1, or - By Email / Fax (please make 3 copies of the attached documents) 3 EXECUTION Please execute the documents you have received. *Please refer to Appendix 2 if the documents include Consent to Act/Transfer Form/Application for Shares/Statutory Declaration/Proxy Form 4 RETURN of signed documents Return us: - 3 sets of originally signed documents - Payment includes processing charges (Appendix 1) and all outstanding payment COMPLETION - We will file to the authority (if necessary) - A copy of the document will be sent to you once completed. Please contact us if you do not hear from us within 5 working days. 1 Postage fee will be imposed according to the charges by the post office. Courier fee is at $10 per trip. Page 16
RESIGNATION OF AUDITOR Service guide: Changes to company s auditor Notes: The audit firm shall present its resignation letter as a proof of his willingness to resign. For a non-exempt private company, the resignation shall take effect only on the appointment of another auditor. Procedures to resign an auditor 1 SEND us the required information in writing (by email/fax/come to our office in person) (i) Resignation letter from current audit firm (ii) Consent to Act as Auditor from new audit firm (if any) (iii) Indicate the way you prefer the documents to be delivered to you (come in person/email/fax/courier/post) *Please contact us if you do not receive any response within 12 working hours.* 2 GET the documents from us - Come to our office in person, or - By Post / Courier (Postage fee / courier fee is applicable) 1, or - By Email / Fax (please make 3 copies of the attached documents) 3 EXECUTION The following events may take place: - Board of directors will convene the general meeting (Directors Resolution) - Notice sent out to all persons entitled to receive the notice (Notice of meeting) - Meeting held (Attendance ) - Resolution made (Minute) - Notify us on the decision made *Please refer to Appendix 2 if the documents include Consent to Act/Transfer Form/Application for Shares/Statutory Declaration/Proxy Form 4 RETURN of signed documents Return us: - 3 sets of originally signed documents - Payment includes processing charges (Appendix 1) and all outstanding payment COMPLETION - We will file to the authority (if necessary) - A copy of the document will be sent to you once completed. Please contact us if you do not hear from us within 5 working days. 1 Postage fee will be imposed according to the charges by the post office. Courier fee is at $10 per trip. Page 17
REMOVAL OF AUDITOR Service guide: Changes to company s auditor Notes: Removing an auditor is an important event; it will require the shareholders approval. A general meeting needs to be called and the auditor must be given notice to attend the General Meeting to present his case to all shareholders. For a non-exempt private company, the removal shall take effect only on the appointment of another auditor. Procedures to remove an auditor 1 SEND us the required information in writing (by email/fax/come to our office in person) (i) Name of audit firm to be removed (ii) Consent to Act as Auditor from new audit firm (if any) (iii) Indicate the way you prefer the documents to be delivered to you (come in person/email/fax/courier/post) *Please contact us if you do not receive any response within 12 working hours.* 2 GET the documents from us - Come to our office in person, or - By Post / Courier (Postage fee / courier fee is applicable) 1, or - By Email / Fax (please make 3 copies of the attached documents) 3 EXECUTION The following events will take place: - Board of directors will convene the general meeting (Directors Resolution) - Notice sent out to all persons entitled to receive the notice and including the auditor to be removed (Notice of meeting) - Meeting held (Attendance ) - Resolution made (Minute) - Notify us on the decision made *Please refer to Appendix 2 if the documents include Consent to Act/Transfer Form/Application for Shares/Statutory Declaration/Proxy Form 4 RETURN of signed documents Return us: - 3 sets of originally signed documents - Payment includes processing charges (Appendix 1) and all outstanding payment COMPLETION - We will file to the authority (if necessary) - A copy of the document will be sent to you once completed. Please contact us if you do not hear from us within 5 working days. 1 Postage fee will be imposed according to the charges by the post office. Courier fee is at $10 per trip. Page 18
Service guide: Holding of an Annual General Meeting (AGM) HOLDING OF AN ANNUAL GENERAL MEETING (AGM) Notes: The due date for annual general meeting is based on Section 175 and Section 201 of the Companies Act, Chapter 50. For more details, please refer to Basic Information for maintaining a Private Limited Company. Directors are subjected to retirement and re-election during the AGM. The directors of every company shall lay before the company at its annual general meeting with the accounts that complies with the requirements of the Accounting Standards. Matters such as dividends, director s fees and remuneration, and appointment of auditor are usually discussed during an AGM. Procedures to hold an AGM 1 SEND us the required information in writing (by email/fax/come to our office in person) (i) Originally signed financial report (ii) Indicate the person who will be preparing and uploading the XBRL (if applicable) (iii) Indicate the way you prefer the documents to be delivered to you (come in person/email/fax/courier/post) *Please contact us if you do not receive any response within 12 working hours.* 2 GET the documents from us - Come to our office in person, or - By Post / Courier (Postage fee / courier fee is applicable) 1, or - By Email / Fax (please make 3 copies of the attached documents) 3 EXECUTION The following events will take place: - Board of directors will convene the general meeting (Directors Resolution) - Notice and a copy of the company s financial report to be sent out to all persons entitled to receive the notice (Notice of meeting) - Accounts laid and meeting held (Attendance) - Resolution made (Minute) - Notify us on the decision(s) made *Please refer to Appendix 2 if the documents include Consent to Act/Transfer Form/Application for Shares/Statutory Declaration/Proxy Form 4 RETURN of signed documents Return us: - 3 sets of originally signed documents - Originally signed financial report - Payment includes processing charges (Appendix 1) and all outstanding payment 1 Postage fee will be imposed according to the charges by the post office. Courier fee is at $10 per trip. Page 19
STRIKING OFF A COMPANY Service guide: Striking off a company Notes: Consent from all shareholders and directors must be sought for the striking off of the company. In the case of missing shareholder or director, please refer to Guidelines on Applications for Striking-off for more information. To strike off a Company, the approval is at the sole-discretion of ACRA. The success rate is almost certain if the company fulfill the following criteria: - The Company must have ceased their business operation - The Company has no assets or liabilities - The Company has no outstanding matter with all the government authorities - The Company has no outstanding charges in its charges in its charge register. Procedures to strike off a company 1 2 SEND us the required information in writing (by email/fax/come to our office in person) (i) Originally signed financial report (reflecting no assets and liabilities) not applicable if company fulfills criteria stated on page 35 point (3c). (ii) Copy of bank statement (reflecting closure of bank account) (iii) Indicate the way you prefer the documents to be delivered to you (come in person/email/fax/courier/post) *Please contact us if you do not receive any response within 12 working hours.* GET the documents from us - Come to our office in person, or - By Post / Courier (Postage fee / courier fee is applicable) 1, or - By Email / Fax (please make 3 copies of the attached documents) 3 EXECUTION (i) The following events will take place: - Board of directors will convene the general meeting (Directors Resolution) - Notice sent out to all persons entitled to receive the notice (Notice of meeting) - Meeting held (Attendance ) - Resolution made (Minute) - Notify us on the decision made (ii) Statutory Declaration is to be witnessed by: - a Commissioner for Oaths if signed in Singapore, or - a Notary Public if signed overseas. *Please refer to Appendix 2 if the documents include Consent to Act/Transfer Form/Application for Shares/Statutory Declaration/Proxy Form 4 RETURN of signed documents Return us: - 3 sets of originally signed documents - Originally signed financial report - Payment includes processing charges (Appendix 1) and all outstanding payment COMPLETION - We will file to the authority (if necessary) - A copy of the document will be sent to you once completed. Please contact us if you do not hear from us within 5 working days. 1 Postage fee will be imposed according to the charges by the post office. Courier fee is at $10 per trip. Page 20
Service guide: Other possible changes in a company CHANGE OF REGISTERED ADDRESS Notes: Section 142 (1) of the Companies Act, Chapter 50, requires a company to have a registered office within Singapore: - To which all communications and notices may be addressed to, and - Shall be opened and accessible to the public for not less than 3 hours during business hours each business day. A registered office shall not be a residential address as it is not meant for business. However, with effect from 10 June 2003, a HDB address can be used as a home office address under the Home Office Scheme. You may wish to visit www.hdb.gov.sg to apply. For more details, please refer to Appendix 7 for information on registered address. Procedures to change the registered address 1 SEND us the required information in writing (by email/fax/come to our office in person) (i) New address (ii) HDB approval for using HDB residential address (if applicable) (iii) Indicate the way you prefer the documents to be delivered to you (come in person/email/fax/courier/post) *Please contact us if you do not receive any response within 12 working hours.* 2 GET the documents from us - Come to our office in person, or - By Post / Courier (Postage fee / courier fee is applicable) 1, or - By Email / Fax (please make 3 copies of the attached documents) 3 SIGNING of documents Please sign on 3 sets of the documents *Please refer to Appendix 2 if the documents include Consent to Act/Transfer Form/Application for Shares/Statutory Declaration/Proxy Form 4 RETURN of signed documents Return us: - 3 sets of originally signed documents - Payment includes processing charges (Appendix 1) and all outstanding payment COMPLETION - We will file to the authority (if necessary) - A copy of the document will be sent to you once completed. Please contact us if you do not hear from us within 5 working days. 1 Postage fee will be imposed according to the charges by the post office. Courier fee is at $10 per trip. Page 21
Service guide: Other possible changes in a company CHANGE OF COMPANY NAME Notes: The new company name should not be undesirable or identical to any other corporation or entity. ACRA has the discretion to direct a change of your company name if a valid complaint is received. The application of the new company name is subjected to approval by ACRA. Procedures to change the company name 1 SEND us the required information in writing (by email/fax/come to our office in person) (i) The new proposed name (ii) Indicate the way you prefer the documents to be delivered to you (come in person/email/fax/courier/post) *Please contact us if you do not receive any response within 12 working hours.* ** We will start preparing the necessary documents upon approval of the proposed name.** 2 GET the documents from us - Come to our office in person, or - By Post / Courier (Postage fee / courier fee is applicable) 1, or - By Email / Fax (please make 3 copies of the attached documents) 3 EXECUTION The following events will take place: - Board of directors will convene the general meeting (Directors Resolution) - Notice sent out to all persons entitled to receive the notice (Notice of meeting) - Meeting held (Attendance ) - Resolution made (Minute) - Notify us on the decision made *Please refer to Appendix 2 if the documents include Consent to Act/Transfer Form/Application for Shares/Statutory Declaration/Proxy Form 4 RETURN of signed documents Return us: - 3 sets of originally signed documents - Payment includes processing charges (Appendix 1) and all outstanding payment COMPLETION - We will file to the authority (if necessary) - A copy of the document will be sent to you once completed. Please contact us if you do not hear from us within 5 working days. - You may wish to purchase a hard copy certificate reflecting the change of company name at $60. 1 Postage fee will be imposed according to the charges by the post office. Courier fee is at $10 per trip. Page 22
Service guide: Other possible changes in a company DIRECTORS REMUNERATION (FEE/SALARY) Notes: Directors fee/salary must be approved by shareholders through a general meeting. Procedures to approve directors remuneration 1 SEND us the required information in writing (by email/fax/come to our office in person) (i) The detail of the director s fee/salary (E.g. director s name and amount) (ii) The period or the effective date of director s fee/salary (iii) Indicate the way you prefer the documents to be delivered to you (come in person/email/fax/courier/post) *Please contact us if you do not receive any response within 12 working hours.* 2 GET the documents from us - Come to our office in person, or - By Post / Courier (Postage fee / courier fee is applicable) 1, or - By Email / Fax (please make 3 copies of the attached documents) 3 EXECUTION The following events will take place: - Board of directors will convene the general meeting (Directors Resolution) - Notice sent out to all persons entitled to receive the notice (Notice of meeting) - Meeting held (Attendance ) - Resolution made (Minute) - Notify us on the decision made *Please refer to Appendix 2 if the documents include Consent to Act/Transfer Form/Application for Shares/Statutory Declaration/Proxy Form 4 RETURN of signed documents Return us: - 3 sets of originally signed documents - Payment includes processing charges (Appendix 1) and all outstanding payment COMPLETION - We will file to the authority (if necessary) - A copy of the document will be sent to you once completed. Please contact us if you do not hear from us within 5 working days. 1 Postage fee will be imposed according to the charges by the post office. Courier fee is at $10 per trip. Page 23
Service guide: Other possible changes in a company DECLARATION OF DIVIDENDS Notes: Dividends should be paid out of profits of the company. Directors are to ensure that the company has sufficient reserves to declare the dividends. After the dividend declaration, please ensure you submit the details of the dividend payment to Inland Revenue Authority of Singapore (IRAS). You are strongly advised to consult your tax agent before declaring the dividends. Procedures to declare dividends 1 SEND us the required information in writing (by email/fax/come to our office in person) (i) Amount of dividend per share (ii) Type of dividend: Final or interim (iii) Financial year for the dividend declaration (iv) Register book closure for entitlement of the dividend (v) Date of dividend payment (vi) Indicate the way you prefer the documents to be delivered to you (come in person/email/fax/courier/post) *Please contact us if you do not receive any response within 12 working hours.* 2 GET the documents from us - Come to our office in person, or - By Post / Courier (Postage fee / courier fee is applicable) 1, or - By Email / Fax (please make 3 copies of the attached documents) 3 EXECUTION The following events will take place: - Board of directors will convene the general meeting (Directors Resolution) - Notice sent out to all persons entitled to receive the notice (Notice of meeting) - Meeting held (Attendance ) - Resolution made (Minute) - Notify us on the decision made *Please refer to Appendix 2 if the documents include Consent to Act/Transfer Form/Application for Shares/Statutory Declaration/Proxy Form 4 RETURN of signed documents Return us: - 3 sets of originally signed documents - Payment includes processing charges (Appendix 1) and all outstanding payment COMPLETION - We will file to the authority (if necessary) - A copy of the document will be sent to you once completed. Please contact us if you do not hear from us within 5 working days. 1 Postage fee will be imposed according to the charges by the post office. Courier fee is at $10 per trip. Page 24