Are You Feeling Uncertain about where to begin or how to initiate the process?

Corporate Secretarial Solutions

Look no further! – Our team of experts is here to guide you through every step of the way, We have the solutions you need. Take the first step towards efficient and compliant operations by contacting us today.

Are You Feeling Uncertain about where to begin or how to initiate the process?

corporate secretarial solutions

Look no further! – Our team of experts is here to guide you through every step of the way, We have the solutions you need.

Take the first step towards efficient and compliant operations by contacting us today.

Are You Feeling Uncertain about where to begin or how to initiate the process?

corporate secretarial solutions

Look no further! – Our team of experts is here to guide you through every step of the way, We have the solutions you need.

Take the first step towards efficient and compliant operations by contacting us today.

Are You Feeling Uncertain about where to begin or how to initiate the process?

Corporate Secretarial Solutions

Look no further! – Our team of experts is here to guide you through every step of the way, We have the solutions you need.

Take the first step towards efficient and compliant operations by contacting us today.

Experience Smooth Corporate Governance Through URSIDAE's Comprehensive Secretarial Expertise

Photo by rawpixel.com form PxHere

As your company secretary, we will assist in the preparation of Annual General Meetings (AGM) and Annual Return filing in ACRA. All private companies must hold their AGMs within 6 months after their financial year end and must file their annual returns within 7 months after their financial year end.

Other additional corporate secretarial services include:

  • Custodian & Maintenance of Register of Registrable Controllers (RORC), Register of Nominee Directors and Register of Nominee Shareholders
  • Provision of Registered Office Address
  • XBRL Services

Custodian & Maintenance of Register of Registrable Controllers (RORC), Register of Nominee Directors and Register of Nominee Shareholders

All companies are required to file their RORC information with ACRA. ACRA may impose a penalty to companies who fail to do so.

Photo 433333 by Pixabay from Pexels

Benefits Of Having a Corporate Secretary

In Singapore, it is a legal requirement for every company to appoint a corporate secretary. These professionals play a vital role in overseeing significant company developments such as share issuance and transfer. Moreover, they handle important administrative responsibilities and offer guidance on your obligations as a business owner. 

Why URSIDAE Management’s Corporate Secretarial Services are the Best

URSIDAE Management’s Corporate Secretarial Services offer comprehensive support to companies, ensuring compliance with regulatory requirements and efficient management of corporate governance responsibilities. As your dedicated company secretary, we specialise in facilitating the preparation of Annual General Meetings (AGM) and the timely filing of Annual Returns with the Accounting and Corporate Regulatory Authority (ACRA).

Our suite of corporate secretarial services goes beyond the basics, encompassing critical functions such as the custodian and maintenance of the Register of Registrable Controllers (RORC), Register of Nominee Directors, and Register of Nominee Shareholders.

We guide companies in setting up and maintaining their RORC within the stipulated 30-day period after incorporation, assisting in the identification and verification of Registrable Controllers. Our expertise extends to managing nominee directorships, ensuring compliance with obligations and timelines, and maintaining registers at designated locations.

With a commitment to transparency, we also provide services for the provision of Registered Office Address and Local Resident Directors, conducting rigorous KYC checks. Additionally, we cater to the evolving financial reporting landscape by offering XBRL services tailored to the specific filing requirements of different company groups.

Choose URSIDAE Management for a trusted partner in corporate secretarial services, ensuring not only compliance but also strategic governance for the success of your business.

Why Choose URSIDAE Management’s Corporate Secretarial Services

What is RORC?

Since 31 March 2017, companies, foreign companies and LLPs (unless exempted) are required to maintain a Register of Registrable Controllers (RORC). The RORC is a register containing the particulars of the company’s or LLP’s registrable controller(s), also commonly known as beneficial owner(s).

Who is a Registrable Controller (RC)?

You are an RC if you:

  1. Have an interest in >25% of shares in a company; or
  2. Hold >25% of members’ voting rights in a company; or
  3. Can exercise significant influence or control over a company/LLP.
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Setting up and maintaining the RORC

The RORC must be set up within 30 days after the company/LLP has been incorporated/registered.

The company/LLP must send notices to persons that may be potential controllers to get their confirmation and to verify their particulars.

The RORC can be kept at the entity’s registered office address, or at the address of the entity’s appointed Registered Filing Agent.

The same RORC information must also be filed in ACRA.

What should a RC do?

  • Respond to the notices from the company/LLP and verify your particulars.
  • Provide information of other possible RCs to the entity.
  • Update the entity if there are changes to your particulars.

With effect from 4 October 2022, entities which were previously unable to identify a RC, are required to identify individuals with executive control as their RC(s).

Register of Nominee Directors

With effect from 31 March 2017, companies are required to:

  • keep a register of its nominee directors containing the particulars of the nominators of the company’s nominee directors.
  • ensure that information kept in the register of nominee directors is updated within 7 days after being informed of any change
  • produce the register of nominee directors and any related document to the Registrar, an officer of ACRA or a public agency, upon request

Nominee directors are required to inform their respective companies of the fact that they are nominee directors and provide the prescribed particulars of their nominators to their companies within the applicable timelines.

A director is a nominee if the director is accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of any other person.

The obligation to act in accordance with the directions, instructions or wishes of any other person may arise from legal obligations (e.g. contract; trust) or informal arrangements.

For example, a director is a nominee of a person with a shareholding in a company if he is appointed by that person to the board of directors of the company and he acts in accordance with the directions, instructions or wishes of that person.

For example, a person appointed as a director of a company for the purpose of compliance with the requirement that every company registered in Singapore must have at least one director who is ordinarily a resident in Singapore would generally fall within the definition of a director who is a nominee.

Applicable Timelines

A director who is a nominee must inform the company of that fact and provide the particulars of the nominator within 30 days after the date of incorporation or a director who becomes a nominee must inform the company of that fact and provide the particulars of the nominator within 30 days after the director becomes a nominee.

For the obligation to inform companies about cessation of nominee directorship and/or update the particulars of nominators, the nominee director must inform his company that he ceases to be a nominee within 30 days after the cessation and of any change to the particulars must be provided to the company within 30 days after the change.

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Register of Nominee Shareholders

With effect from 4 October 2022, companies are required to:

  • keep a register of its nominee shareholders containing the particulars of the nominators of the company’s nominee shareholder.
  • ensure that information kept in the register of nominee shareholders is updated within 7 days after being informed of any change.
  • produce the register of nominee shareholders and any related document to the Registrar, an officer of ACRA or a public agency, upon request.

Nominee shareholders are required to inform their respective companies of the fact that they are nominee shareholders and provide the prescribed particulars of their nominators to their companies within the applicable timelines.

A shareholder is a nominee if the shareholder is accustomed or under an obligation (whether formal or informal) to vote, in respect of shares in the company of which the shareholder is the registered holder, in

accordance with the directions, instructions or wishes of any other person and receives dividends, in respect of shares in the company of which the shareholder is the registered holder, on behalf of any other person.

Applicable Timelines

A shareholder of a company incorporated on or after 4 October 2022:

  • who is a nominee must inform the company of that fact and provide the particulars of the nominator within 30 days after the date of incorporation; or
  • who becomes a nominee must inform the company of that fact and provide the particulars of the nominator within 30 days after the shareholder becomes a nominee.

A shareholder of a company incorporated before 4 October 2022:

  • who is a nominee must inform the company of that fact and provide the particulars of the nominator within 60 days after 4 October 2022; and
  • who becomes a nominee must inform the company of that fact and provide the particulars of the nominator within 30 days after the shareholder becomes a nominee.

For the obligation for nominee shareholders to inform their companies about the cessation of their nominee shareholder status and/or update the particulars of nominators, the nominee shareholder must inform his company:

  • that he ceases to be a nominee within 30 days after the cessation; and
  • of any change to the particulars provided to the company within 30 days after the change.
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Location of Register

Companies may keep their registers of nominee directors at (i) their registered offices or (ii) the registered offices of any registered filing agent appointed by the company for the purpose of keeping the register of nominee directors.

Others

Companies must not disclose or make available for inspection the register or any particulars contained in the register to any member of the public. Auditors are also not entitled to have access to the register.

For example, if a member of the public or a member of a company approaches the company and requests for access to the company’s register of nominee shareholders and the information contained therein, the company must decline the request and not provide such access.

Provision of Registered Office Address

During incorporation, all companies must have a local registered office address filed with ACRA. Any changes made to the registered office address must be updated in ACRA within 14 days from the date of change to avoid a late penalty charge by ACRA.

Our registered office address service comes with free unlimited scanning of mails whenever we receive mails on your behalf. However, should you request for redirection of mails, we will charge disbursement costs accordingly.

Photo 3872487 by Hans Middendorp from Pexels

Provision of Local Resident Director

It is mandatory for all companies to appoint a local resident director. We are able to provide such nominee services, subject to our KYC checks.

Please note that the law does not differentiate a nominee director from a traditional director, which means a nominee director is just as accountable as a traditional director under the eyes of the law even if they have limited powers. Due to the significant risks a nominee director generally undertakes, we have to carry out our KYC checks prior to agreeing to provide this service to you.

XBRL Services
Who needs to file XBRL?

Group Companies that file FS that are made public XBRL Filing Requirements
Requirements before 1 May 2021 Revised requirements (mandatory from 1 May 2021)
1 SG-incorporated companies that are not covered in Groups 2 to 5 below. To file FS in Full XBRL template. To file FS in XBRL format, and the extent of XBRL filing varies based on the company’s nature and size of operations:
· Smaller and non-publicly accountable companies (both terms are defined below): To file FS in Simplified XBRL template, together with PDF copy of FS authorised by directors; and
· All other companies - To file FS in Full XBRL template.
2 SG-incorporated exempt private companies (EPCs) that are insolvent To file FS in either: To file FS in XBRL format, and the extent of XBRL filing varies based on the company’s nature and size of operations:
· XBRL FSH (General) template, together with PDF copy of FS authorised by directors; or · Smaller and non-publicly accountable companies (both terms are defined below):
To file FS in Simplified XBRL template, together with PDF copy of FS authorised by directors; and
· Full XBRL template. · All other companies - To file FS in Full XBRL template.
3 SG-incorporated EPCs that are solvent Not required to file FS. If the company opts to voluntarily file, to file FS in any of the following formats: Not required to file FS. If the company opts to voluntarily file, to file FS in either:
· PDF copy of the FS authorised by directors; · PDF copy of the FS authorised by directors; or
· XBRL FSH (General) template; or · FS in XBRL format.
· FS in Full XBRL template. If the company opts to file FS in XBRL format, its extent of XBRL filing will vary based on the same criteria as Groups 1 and 2.
4 SG-incorporated companies in the business of banking, finance and insurance regulated by MAS To file FS in: To file FS in:
· XBRL FSH (Banks) template; or · XBRL FSH (Banks) template; or
· XBRL FSH (Insurance) template; · XBRL FSH (Insurance) template;
together with PDF copy of the FS authorised by directors. together with PDF copy of the FS authorised by directors.
5 SG-incorporated companies preparing FS using accounting standards other than prescribed accounting standards in Singapore or IFRS To file FS in XBRL FSH (General) template, together with PDF copy of the FS authorised by directors. To file only PDF copy of the FS authorised by directors.
6 SG-incorporated companies limited by guarantee To file only PDF copy of the FS authorised by directors. To file only PDF copy of the FS authorised by directors.
7 Foreign companies with SG branches To file only PDF copy of the FS authorised by directors. To file only PDF copy of the FS authorised by directors.

Frequently Asked Questions (FAQs) about Corporate Secretarial Services

A company secretary is responsible for the administration of the company. He is also required to ensure that all the directors and shareholders are informed of their statutory obligations such as the filing of annual returns.

Unfortunately, the general answer is no.

A company secretary must be:

  • A natural person.
  • Locally resident in Singapore.

The sole director of a company and the company secretary cannot be the same person.

If a private limited company fails to stay compliant with company law, the Singapore government may require the company to appoint a new company secretary who meets the requirements of a company secretary for a public company.

Per the Companies Act, a Singapore company secretary must meet the following requirements:

  • A Singapore company secretary is expected to be knowledgeable and experienced with company regulations and compliance and is expected to have a deep understanding of Singapore company law. In addition, the company secretary is expected to be familiar with all required company annual filings.
  • The corporate secretary’s primary residence must be in Singapore.
  • A Singapore corporate secretary must be an ordinary resident of Singapore.

A public company secretary in Singapore must meet at least one of the following additional requirements:

  • Served as a company secretary for at least 3 of the 5 years immediately before his appointment as secretary of the public company.
  • Being a qualified person under the Legal Profession Act.
  • Being a public accountant registered under the Accountants Act.
  • Being a member of the Institute of Certified Public Accountants of Singapore.
  • Being Member of the Singapore Association of the Institute of Chartered Secretaries and Administrators.
  • Being a member of the Association of International Accountants.
  • Being a member of the Institute of Company Accountants, Singapore.

A corporate service provide (CSP) is a business entity that provides compliance services such as bookkeeping, unaudited financial statements and tax services. CSP also assists with the formation of new business entities, generating payroll calculation and payslips for the client’s employees, and even handling the administrative functions of the client’s business.

The value of a CSP lies in the professional assistance they provide to the companies that hire them as not every entrepreneur is familiar with the ins and outs of running a corporate enterprise. This is where a CSP can step in and help their clients, by providing preventive measures to avoid being penalised for non-compliance acts.

The primary benefit of outsourcing various company tasks to a CSP lies in obtaining professional and personalised approaches to managing administrative tasks and overall functioning of the company. Instead of having to manage the various administrative tasks internally, the CSP whom these small and medium-sized enterprises engage will manage these tasks instead.

The responsibilities of a secretary can be varied depending of a company’s needs. Below are some examples:

  • Maintain and update the company’s registers and minutes books.
  • Administer, attend and prepare minutes of meetings of directors and shareholders.
  • Keep company directors aware of the deadlines for annual returns and any other filings required by ACRA.
  • Update directors and shareholders on relevant changes in corporate regulations.

Yes. Companies must appoint a company secretary within 6 months from the date of incorporation. This position cannot be left vacant for more than 6 months or the directors may face a penalty of up to $1,000.

A corporate secretary is an officer of your company who is responsible for making sure your company adheres to all the regulatory requirements set by ACRA and IRAS. He/She also acts as an advisor to the board of directors and senior management.

  • Provision of a company secretary
  • Provision of nominee services
  • Provision of local office address
  • Incorporation of new companies
  • Assist to prepare Annual General Meeting documents
  • Assist with Annual Return Filings
  • Advise the board of directors on corporate governance best practices

A Singapore company secretary is expected to be knowledgeable and experienced with company regulations and compliance and is expected to have a deep understanding of Singapore company law. In addition, the company secretary is expected to be familiar with all required company annual filings.

Resources For Singapore Corporate Secretarial Services

Introduction to Corporate Secretarial Services