Ace Your Compliance with Expert Corporate Secretarial Services in Singapore

Singapore consistently ranks as the world’s leading business environment, having clinched this title for the 15th consecutive year in the Economist Intelligence Unit (EIU)’s annual rankings in 2024. This strong positioning is attributed to Singapore’s pro-business government, which has built a stable political climate, an attractive tax system, and a robust legal framework that continues to draw entrepreneurs, multinational corporations, and investors alike.

Doing business in Singapore opens many doors to opportunities across Asia and the rest of the world, but there are distinct rules and regulations that you must adhere to. Corporate compliance in Singapore goes beyond ticking a fixed set of checkboxes; your business needs to operate legally, maintain a sound reputation, and secure its longevity. Whether you are new to Singapore or a seasoned veteran, understanding and fulfilling these obligations is vital.

Mandated primarily by the Accounting and Corporate Regulatory Authority (ACRA) and outlined in the Singapore Companies Act, corporate compliance in Singapore entails complete adherence to the laws, regulations, standards, and ethical practices applicable to your company's operations. From proper registration and maintenance of statutory records to holding mandatory meetings and filing annual reports on time, you are expected to comply with a dizzying array of measures to operate your business in Singapore.

This is where a dedicated corporate secretary and professional secretarial services become crucial.

The indispensable role of the corporate secretary in Singapore

Under the Singapore Companies Act, every company incorporated in Singapore must appoint at least one qualified company secretary within six months of incorporation. Beyond an administrative formality, the company secretary is a key officer responsible for ensuring the company complies with all relevant statutory and regulatory requirements. They act as the primary liaison between the company, its directors, shareholders, and government authorities like ACRA.

A typical company secretary has the following key responsibilities:

• Maintain the company’s statutory registers and records, including the registry of members, directors, and secretaries.

• Organise and record minutes of board and general meetings (AGMs and EGMs).

• File all necessary documents and notifications with ACRA, such as annual returns, changes in company particulars, and resolutions.

• Advise the Board of Directors on corporate governance and compliance matters.

• Ensure the company adheres to its Constitution.

Given the legal weight of these duties, the company secretary must ordinarily be a Singapore resident and have the requisite knowledge and expertise. While businesses may opt for an internal appointment, many choose to engage external professional corporate secretarial service providers instead.

The challenges of going internal

The reason for this is simple: Attempting to manage corporate compliance internally, particularly without dedicated expertise, can be challenging and potentially risky.

To begin, although Singapore’s regulations are clear and efficient, they are simultaneously dynamic and subject to change. Keeping up-to-date with all changes requires undivided attention; missing any regulatory updates or making any mistakes, no matter how minor, will result in non-compliance and penalties.

With the immense time commitment of corporate compliance, you may find yourself inadvertently diverting valuable time and resources from core business activities such as strategy, sales, and product development, which can impact your growth. 

You will also need to ensure that the person you appoint as your corporate secretary is equipped with the specific expertise to carry out their duties. Such duties encompass setting proper procedures for meetings, resolutions, and statutory record-keeping.

Work with Mezzanine Enterprise for your expert corporate secretarial needs

The solution to corporate compliance? Go external.

External professional corporate secretaries offer dedicated expertise, efficiency, and overall peace of mind for your business. They single-handedly manage the administrative burden, ensuring deadlines are met and providing guidance on best practices without taxing your existing workflows.

But what if that support also comes with an added layer of strategic legal insight?

This is what we offer at Mezzanine Enterprise. Our team of corporate infrastructure experts stands ready to provide your business with corporate secretarial services uniquely informed by legal know-how. Beyond just executing the necessary tasks, we understand the legal implications behind them, providing you with a more robust and risk-aware approach to your compliance needs.

Solidify your foundations with core secretarial services

Our team is equipped to manage a complete spectrum of essential corporate secretarial duties as outlined below:

1. Incorporation & named company secretary

We guide you through the entire company setup process in Singapore, advising on the optimal structure and ensuring all legal requirements are met from Day One. We also assign a qualified professional to act as your mandatory named company secretary, providing you with immediate access to compliance expertise.

2. Customised constitution

While standard templates exist, your company's constitution is a vital legal document governing its internal affairs. Our legal insight tailors this document to your specific business needs, shareholder agreements, and future plans, providing clarity and preventing potential disputes.

3. Annual General Meetings (AGM) and Extraordinary General Meetings (EGM)

We manage the procedural complexities of AGMs and EGMs, encompassing proper notification, agenda setting, proxy handling, and meticulous minute-taking. We also take charge of coordinating shareholder meetings, resolutions, share transfers, buybacks, and conversions.

4. Filing of annual returns

We handle the timely and accurate preparation and submission of your company's annual returns to ACRA to maintain its good standing.

5. Registered office and mail forwarding

We provide mail-forwarding registered office addresses required to manage your official correspondence professionally and confidentially.

6. Nominee directorship and/or shareholding

To meet the requirement of having at least one Singapore resident director for specific structuring needs, we provide nominee directorships.

7. Share transfers, buyback, conversion

We expertly manage share transfers, buybacks, or conversions, ensuring compliance with the Companies Act, stamp duty requirements, and proper documentation.

8. XBRL filing

For companies required to file financial statements in the XBRL format, we ensure accurate conversion and submission, coordinating seamlessly with your accounting team.

9. Specialised support for specific needs

Beyond the core requirements, our expertise extends to more specialised areas that you may also require. These include:

• Bank account opening assistance: With our deep understanding of banks’ Know Your Customer (KYC) requirements, we facilitate smoother account opening processes. This applies to both local and international bank accounts.

• Variable capital company (VCC)-related services: For investment funds utilising the VCC structure, we offer expert knowledge in VCC incorporation, constitutional drafting, and ongoing compliance specific to this framework.

Learn more about our corporate secretarial services and other compliance capabilities.

Focus on growth, leave compliance to the experts

By entrusting your corporate secretarial duties to our professional team at Mezzanine Enterprise, you free up your internal resources and mitigate compliance risks to solidify your company's legal standing in Singapore.

This allows you to focus on what truly drives your success: innovation, customer satisfaction, and achieving your business goals. Don't let compliance become a burden. Transform it into a well-managed foundation for sustainable growth.

Talk to us today to find out how our expert, legally informed corporate secretarial services can provide you with the support and confidence you need to drive your business forward.