1. Shares – Changing Ownership
• Transfer of shares explained
• Preparing the Instrument of Transfer
• Can minors hold shares?
• Declaration of Trust
• Transfer provisions, pre-emptive or otherwise?
• Discretion of directors: when & when not to decline?
• How to do a share swap?
• What resolutions are required?
• What happens with shares vested in Official Assignee?
• How to update ACRA of such changes?
• When to adjudicate?
• Calculating Stamp Duty & IRAS e-Stamping
• Working through a transfer checklist
• Updating Registers of Transfers & Members
• Issuing Share Certificate as prima-facie evidence
• Post-Transfer documentation
• Corporate Representative Cert
• Sec 156, 164 & 165 Disclosures
2. Crafting Articles of Association
Assess, discuss, interpret and extract the salient clauses/articles for amendments
Look out for conflicting articles which affect the different shareholders, their rights & their directorship nomination, ESOP, etc.
Do step-by-step, streamline and align/cross-reference the varying provisions (taking into account the S&P Agreement, reasonableness & compliance with statutory provisions)
3. Meetings & Minuting Procedures
• The law, types & general rules of meetings
• Secrets to good boardroom practices
• Statutory provisions of convening meetings
• AGM Checklist & steps to convent an AGM
• Role Play an AGM, scrutineer work & polling
• Conducting an EGM on requisition and proper shareholder communication
4. Special & Ordinary Resolutions
Effecting or making changes to:
• Sec 161 authority & share capital
• Bonus & redeemable preference shares
• Consolidation & subdivision of shares
• Changes to articles of association
• Object clauses in Memorandum
• Disposal of Assets
• Removal of director or auditor
• Changing of functional currency
Learn more about voluntary & creditors winding up, in the following areas:
• Schedule and timeline of the various due dates for various lodgments
• Member’s liquidation vs creditor’s liquidation
• How to prepare the Declaration of Solvency
• How to deal with the Receipts & Payments reporting every 6 months
• What’s an annual meeting (for liquidation period)
• Liquidator’s Bank Account (how to administer it)
• When can you hold the Final Meeting
• Tax issues during liquidation
• Brief aspects of Creditors Winding Up & claims
6. Due Diligence – Financial and Legal Contracts & Agreements
Learn how to:
• Review & assess contracts and agreements
• In depth study of statutory registers
• Checking through Meeting Minutes
• Obtaining & reviewing S&P agreements
• Reviewing shareholder rights
• Verification of company assets
• Dealing with overseas subsidiaries
7. FS / XBRL Reporting
• Introduction to new BizFinx (replace XBRL)
• ACRA Practice Directions
• Roles of Preparers,
. Auditors & Secretaries
• Overview of FS Manager
• Using FS Manager to
. prepare statements
. in BizFinx format
• Preparation Tool Demo (drag & drop, auto-tagging, import source document, etc.)