Appointing New Company Secretary (Take-over)
The Role of the Corporate Secretary
In order to protect all the members of the company, it is the duty of the company secretary to ensure that all the documents are in order and properly kept inside the company’s minute book. At least one original signed copy of the company documents should always be kept inside the company minute book in order to ensure that all company documents remain well-maintained, recognized and legally binding to avoid any possible disputes.
At the same time, it is also the corporate secretary’s role to provide clear and proper advice to the members of the company on their queries related to their company structure and filings.
At Lionsworld, we want to ensure that all our clients are well-protected from any possible disputes arising from incomplete or improper documents. Hence, we continue to uphold the standards set by ACRA and the Singapore government to request our clients to sign all their documents originally, and if necessary, have their signatures notarized. Lionsworld also provides free consultations for companies who need advice but are unsure. Our most experienced corporate secretary has been advising businesses since 1982, so you can be assured that all advice is clear, fair and in your favor.
When do I need to change my Corporate Secretary?
- Causing you to receive un-necessary fines, penalties and/or legal disputes that can be easily avoided by properly and timely filings
- Replying to your emails slowly
- Not answering your calls
- Slow or No follow ups
- No proper advice and consultation provided
- Expensive and not worth it
It is time for you to change your corporate secretary. The role of the corporate secretary involves avoiding all the above problems and assist your business to continue running trouble-free and efficiently.
To find out more about corporate secretary appointment and duties, visit here: Corporate Secretarial Services
What are the procedures to change company secretary?
Once you have decided to change your company secretary, you should:
1. Inform your current corporate secretary that you intend to terminate their service/appointment
2. The current corporate secretary should help you to prepare the resignation and director’s resolution
3. After the above documents have been signed, the corporate secretary should file their resignation within 14 days and handover the company minute book to the new corporate secretary
Once the resignation is complete:
1. The new corporate secretary should ensure that all the official documents of the company are present in the minute book. Should there be missing documents, it is the responsibility of the new corporate secretary to patch the missing documents and/or relevant filings.
2. The new corporate secretary should prepare board resolutions to appoint new secretary
3. New secretary should sign Consent to Act
4. Submit the details of the new corporate secretary to ACRA
Choosing a Good Corporate Secretary
To ensure that your potential company secretary is a good choice:
- Experienced and knowledgeable in the field, with many years of experience
- Reply to your emails and calls quickly
- Answer all your queries about your company concisely and properly
At Lionsworld, we have 37 years of experience as corporate secretary. We will be able to give you the best advice that you need to keep your company running efficiently and trouble-free.
My current secretary refuses to resign. What should I do?
The director(s) of the company can pass a board resolution to remove the current corporate secretary without his/her consent. Once the resolution is passed, you will have to file it to ACRA to officially remove the corporate secretary and appoint a new secretary.
I do not have my minute book. What should I do?
After the resignation of the corporate secretary, the minute book should be returned. However, if the minute book is not returned or documents have been misplaced or lost, it is necessary to patch all the documents back into the new minute book. This patching should be carried out by the new corporate secretary, who is responsible for ensuring that all the documents are correct and present when taking over the minute book of from the previous corporate secretary.
When is a good time to change my company secretary?
There is no particular time to change your company secretary. You can choose to do so at any time of the year. However, we advise that companies should avoid changing company secretaries while nearing any filing related deadlines. This is to avoid incurring any lapses or penalties due to late filing as a result of the transition period between your old and new company secretaries.
Should I use a lawyer or a professional corporate secretary for my incorporation?
It is safer to engage in a professional secretarial service such as Lionsworld to get clear advice and proper preparation of documents to avoid any future conflict in the future. Professional secretarial services will also be able to answer all your queries and assist you in the whole incorporation process.
Ready to start your company in Singapore?
Basic Requirements for
Singapore Company Registration
- Processing and Filing Fees – S$180
- Government Fees – S$315
- 50% OFF 1st Year Secretarial Service – S$300
- FREE Co-sharing Lounge and Business Clubhouse usage for 3 months from incorporation (worth S$165)
- FREE Marketing services (worth S$5,000+)
- FREE usage of Conference & Meeting Room for 3 months from incorporation (4 hours/month, worth S$200)
- FREE due diligence of up to 2 local officers (worth S$200)
- FREE Share Certificates
- FREE Company Profile
- FREE assistance for bank account opening with a bank of your choice
- FREE Memorandum & Articles of Associations
- FREE First Director’s Minutes
- FREE E-Certificate of Incorporation
- FREE Attestations and Witnessing
**Additional Charges (If applicable)
- The package fee covers 2 persons for incorporation. Each additional person will be charged at $50.
- A fee of $50.00 will be charged for each Corporate Shareholder.
- A fee of $30.00 will be charged for any change in company’s name after reservation.
- A fee of $60.00 will be charged for conversion from Business to Pte. Ltd. Company.
- Payment by Credit Cards or NETS will be subjected to additional processing charges payable to government.
- Package does not include customized M&AA or different Capital Structure