Statutory Complaince

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One of main role and responsibilities for a Singapore director as required under the Singapore Companies Act is to ensure proper maintenance of the Company’s records and to observe statutory compliance at all times. The following checklist serves as a guide to keep the company in good order:

  • Date of Company’s annual general meeting should not be more than 15 months from the date of the last annual general meeting. For a new company, the first AGM must be held within 18 months from the date of incorporation.
  • All directors’ resolutions and minutes of meetings and resolutions passed are properly recorded and filed in date order.
  • Notice for general meetings:
    • Public companies: 14 days for ordinary resolutions or 21 days for special resolutions
    • Private companies: 14 days for ordinary and special resolutions
  • Financial Statementsshould be made available and sent out to shareholders at least 14 days before the date of annual general meeting.
  • Financial statementsshould be presented during the annual general meeting.
  • Annual returnmust be filed within 1 month of the annual general meeting.
  • Directors’ interestsin transactions are adequately disclosed in the financial statements.
  • Directors’ remunerationsare properly approved and passed separately in a meeting.
  • The following changes must be lodgedwith the Accounting and Corporate Regulatory Authority (ACRA) within fourteen (14) days from the date the resolutions were passed:
    • Change in manager / secretary / auditor / director / CEO of the company
    • Change in name / residential address / identification / nationality of any director, CEO, manager, or secretary.
  • The following changesmust be lodged with ACRA within 14 days from the effective date of change or from the date passed by resolutions
    • Change personal particulars of shareholder(s)/beneficiary owner(s)
    • Withdrawal / addition of shareholder(s)/partners
    • Death of a shareholder/partner/sole-proprietor/ manager
    • Change in business name / business activities / branches / sole-proprietor / manager / manager’s personal particulars
    • Bankruptcy of a shareholder / sole-proprietor / partner / director.
  • Directormust not be and will be disqualified from his appointment if he is:
    • A bankrupt; or
    • Convicted of any offence involving fraud or dishonesty that is punishable with imprisonment for 3 months or more; or
    • Convicted for failing to file documents properly 3 times or more.
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