Acting as named company secretary

Each Singapore company is required to appoint a company secretary who is a natural person locally resident in Singapore. Whilst there is no legal requirement to appoint a professionally qualified person as a secretary of a private limited company, it is important to ensure that the company secretary of your company has the relevant experience in all areas of corporate secretarial practice and is well-versed with the Companies Act of Singapore to ensure your company remains compliant with relevant laws.

Kinetica’s company secretaries are either legally trained or professional chartered secretaries. To ensure availability and accessibility at all times, Kinetica will provide two experienced company secretaries for the same basic fee to act as named company secretaries of your company.

Acting as CorpPass administrators

The Singapore government has implemented an authorisation system called “CorpPass” for companies to carry out online transactions with all Singapore government agencies (e.g. Inland Revenue Authority of Singapore, Central Provident Fund Board, Ministry of Manpower etc).

Kinetica can act as your company’s CorpPass administrators to handle the registration and management of CorpPass user accounts so that authorised personnel from your company have appropriate access levels based on their roles within the company.

Provision of a registered office address

In Singapore, every company is required to have a registered office address where official correspondence and notices can be sent. All government agencies, when issuing official letters or notices, will send original letters to the registered office address of your company.

Your company can use our office address as its registered address to ensure that all mails from the government authorities are received safely and attended to in a timely manner. We will either open the mails and scan them to you or ensure they are forwarded to the right person at your company for due attention.

Provision of nominee directors

Each Singapore company must have at least one director who is ordinarily resident in Singapore. As a foreign investor into Singapore, you will not be able to incorporate a Singapore company if you do not have contacts or trusted persons in Singapore who can act as your resident director. Subject to KYC checks being done and satisfied, and subject to other terms and conditions, we can provide a nominee resident director for your company.

Annual general meetings and filing of annual returns

Each Singapore company, unless dormant, is required to prepare annual financial statements – these financial statements generally need to be audited, unless the company qualifies for a small company audit exemption. Once approved by the directors, these financial statements are to be adopted at an Annual General Meeting (“AGM”) of the members of the company. A company is generally required to hold its AGM within 6 months of its financial year end and is required to file an annual return (“AR”) with the Accounting and Corporate Regulatory Authority of Singapore (“ACRA”) within 7 months after end of its financial year.

Kinetica’s corporate secretarial services cover the preparation of AGM documents, advising on, and assisting in monitoring the timing for the holding of the AGM and filing of the AR, applying for an extension of AGM and/or AR filing deadlines with the ACRA (if there are delays in the preparation of your financial statements), and filing of the AR and financial statements with the ACRA.

XBRL preparation (required as part of annual return filing for non-exempt companies)

All Singapore private limited companies except for Dormant Relevant Companies and Solvent Exempt Private Companies are required to file financial information in the eXtensible Business Reporting Language (“XBRL”) format.

Kinetica provides a one-stop service from the preparation of financial statements (with the accounts to be audited by your auditors, if an audit is required) to conversion of the financial statements to the XBRL format for filing with the ACRA.

Appointment/Resignation/Removal of directors, chief executive officers, and auditors

Every company is required to notify the ACRA within 14 days if there is any change in the officers of the company. We can assist in preparing the necessary documents, notifying the ACRA of the changes, and keeping the company in compliance with regulatory requirements.

Let us take care of this administrative change while you focus on more important aspects of your business.

Amendments to Constitution

The Constitution of a Singapore company serves as a legal document that sets out the rules and regulations regarding the governance of a company. It provides a legal framework for the company's activities and offers clarity on the rights and responsibilities of its members, directors, and officers. Any changes to the Constitution require approval by the company's shareholders and compliance with statutory procedures. If there is any alteration to the Constitution, the company is required to pass a special resolution and submit a copy of the special resolution and a copy of the amended Constitution to the ACRA within the stipulated timeline.

By collaborating with KCP, we can assist with the whole process, which includes reviewing the existing Constitution, drafting proposed amendments to the Constitution as requested, preparing necessary resolutions and documents, filing the special resolution with the ACRA, and ensuring compliance with the Companies Act and regulations.

Transfer of shares (including stamping of share transfer instruments)

A transfer of shares involves the sale or transfer of ownership of shares from one party (the transferor) to another (the transferee). Existing shareholders can transfer shares to another party, subject to the provisions of the company’s Constitution. For a private company, the transfer will not take effect until the electronic register of members of the company (“EROM”) is updated by the Registrar of Companies after the relevant notice of transfer is filed ACRA. Every share transfer instrument signed (whether it be a share transfer form or a share purchase agreement) will need to be stamped with the Inland Revenue Authority of Singapore (IRAS) and the appropriate amount of stamp duty will have to be paid before the relevant notice of transfer is filed with the ACRA.

Kinetica can help you draft the appropriate documents for the share transfer, calculate the relevant stamp duty payable, assist with the e-stamping with the IRAS, file the relevant notice with the ACRA and issue share certificates to the new owner of shares (transferee).

Share capital increase (allotment of shares)

A company may increase its share capital by allotting new shares to existing shareholders or new investors in exchange for cash or for a consideration otherwise than in cash. Allotment of shares is an important mechanism for companies to raise capital and manage their ownership structure. It allows companies to bring in new investors, distribute ownership stakes, and access funds for growth and development.

The directors must not, without the prior approval of the company in a general meeting, exercise any power to issue shares. We can guide and advise you on the relevant rules and regulations in Singapore and prepare the relevant documents for the allotment of shares.

If your business does not have a company secretary to issue share certificates to the new shareholder(s) or update their details with ACRA, engage Kinetica and let our team help you.

Share capital reduction

A company may do all or any of the following to reduce its share capital pursuant to the provisions of the Companies Act:

1. extinguish or reduce the liability on any of its shares in respect of share capital not paid up;
2. cancel any paid up share capital which is lost or unrepresented by available assets;
3. return to shareholders any paid up share capital which is more than it needs

A company may reduce its share capital by seeking members’ approval or filing an Order of the Court.

Kinetica can assist with the process of capital reduction to ensure that the company adheres to the requirements outlined in the Companies Act and complies with all relevant regulations and procedures.

Change in company name

A company may change its name by special resolution if the proposed new name is available for registration. We can assist in preparing the necessary documents, notifying ACRA of the proposed name change, and keeping the company in compliance with regulatory requirements.

Declaration of dividends

Dividends are only payable out of profits. Based on the financial position and projections of the company, dividends may be declared if sufficient profits are available. Dividends may be paid as interim dividends (which only requires the approval of directors) or final dividends (which requires the approval of the members of the company).

Kinetica can advise you on whether it is better to issue interim or final dividends in each given case, and can assist in preparing the relevant resolutions for approval.

Approval of directors’ fees

Director's fees refer to compensation paid to a director for his/her role as a company director and the services provided in that capacity. Typically, directors are not automatically entitled to remuneration for their directorial duties. If a company intends to compensate its directors with directors’ fees, it must comply with relevant provisions of the Companies Act in which the payment has to first be approved at a general meeting by a resolution independent of other matters. The constitution of a company will also often stipulate what approvals are required for amounts paid to directors.

Kinetica can advise on the approvals needed for the amounts paid to your directors and assist in preparing the relevant documents.

Drafting resolutions for entry into agreements or transactions

We can assist in preparing the relevant resolutions to obtain approval from the directors or members for entry into agreements or transactions.

It is important to prepare resolutions to record the transactions of the company as it serves as official documentation of the company's decisions and actions, and is an essential part of corporate governance ensuring that the company operates effectively, transparently, and in compliance with legal requirements. They provide a formal mechanism for making decisions, authorising actions, and documenting important corporate events, helping to protect the interests of the company and its stakeholders.

Amalgamation

Two or more companies may amalgamate and continue as one company, which may be one of the amalgamating companies or a new company. This typically involves combining the assets, liabilities, operations, and legal structures of the two companies to form a unified entity.

Apart from normal amalgamations (for companies that are unrelated), short-form amalgamations involve either vertical amalgamation of a holding company and one or more wholly owned subsidiaries or horizontal amalgamation of two or more wholly owned subsidiaries.

Kinetica can help companies navigate the complexities of the amalgamation process and achieve your desired outcome.

Striking off

You may choose to close a company by applying to the ACRA to strike the company's name off the register, particularly when the company has ceased operations and has no outstanding liabilities nor legal issues.

Kinetica can help prepare necessary documents and help ensure that all necessary steps, such as obtaining tax clearance, are completed before applying for striking off to facilitate a smooth and successful dissolution within the least possible amount of time.

Winding up

The process of winding up a company, also known as liquidation, involves seizing and realising the company's assets and converting them into cash (where relevant). The proceeds from these assets (if any) are then used to settle the company's debts, pay off creditors, and address its liabilities.

Methods of Winding Up:

• Members’ Voluntary Winding Up

A company may decide to wind up its affairs voluntarily if the directors believe that the company will be able to pay its debts in full within 12 months after the commencement of the winding up.

The directors need to make a solvency declaration, and then propose a resolution for winding up, which requires approval by the shareholders through a special resolution. A liquidator is to be appointed to manage the winding-up process, realising assets, settling liabilities, and distributing any surplus to the shareholders.

• Creditors’ Voluntary Winding Up

A company may decide to opt for a creditors' voluntary winding up if its directors believe that it cannot, by reason of its liabilities, continue its business. In this process, the company appoints a liquidator or provisional liquidator to manage its closure and completes the required notifications under the Companies Act or Insolvency, Restructuring and Dissolution Act.

• Compulsory Winding up

A company may be wound up under an Order of the Court under certain circumstances, e.g. the company is unable to pay its debts. The Court may appoint a liquidator to wind up the affairs of the company. Where no liquidator is appointed by the Court, the Official Receiver shall be the liquidator of the company.

Kinetica can guide and advise you on the relevant rules and regulations in Singapore (with KCP’s collaboration where legal assistance is required) and prepare the relevant documents for winding up.