Course Overview The course is specially designed for Corporate Secretarial Personnel to familiarise them with an overview of company secretarial practice based on the Companies Act (Cap 50) of Singapore and ACRA regulations. The course will be conducted over five sessions.
Each session will commence at 6.30pm and end at 9.30pm. Course Content 1. Business Entities in Singapore
• Types and Characteristics of Business
Entities
• Selecting the right type of entity
(Business Firms, General Partnerships,
Limited Liability Partnerships, Companies)
• Name search
• Registration procedures
• Home Office Scheme
• Constitutive documents (M&A)
• Salient statutory obligations
• Role of partners vs local manager
• Pre-registration/incorporation do’s and don’ts
• Partnership Agreement
• LLP conversion into Private Limited Company
2. Post-registration/incorporation matters
Additional approvals and licences, publication of name, annual renewal, Medisave and costs, First Board resolutions, creation & maintenance of statutory registers, issuance of share certificate(s), fixing financial year end, appointment of secretary, tax agent and auditor, opening of bank account,GST registration, etc 3. Directors/Secretaries/Auditors
• Directors
Definition of director, appointment of
director in general, role, power, duties and liability of director, resignation, retirement, non-reelection and removal of director, Director’s declaration of interests.
• Company Secretary
Definition of company secretary, qualification of company secretary, role, power, duties and liabilities of secretary, appointment, resignation and removal of secretary. Company Secretary’s perspective of the requirements of Section 156 of the Companies Act
• Auditors
Auditors of a company: appointment, resignation and removal of auditor;
• Changes in particulars of directors, managers, secretaries and auditors. 4. Shares – Allotment/Transfers
Different classes of shares, share value, procedure of allotment of shares, Register of Members and Register of Application and Allotment of shares
The law affecting transfer of shares, Transfer Form, restriction on transfer of shares, Procedure of a simple transfer, notice of refusal, reasonable time frame for the exercise of pre-emption provisions, breach of pre-emption rights, blank transfers, stamp duty payable. 5. Financial reporting – Financial Statements, Annual General Meeting, Annual
Returns
Annual General Meeting (AGM), statutory provisions regulating AGM, usual business of an AGM, special business, Meeting procedures, notice of meeting, quorum, chairman, drafting the AGM minutes.
Preparation of Financial Statements in XBRL format using FS Manager. Lodgement of Annual Returns.
Penalties for non-compliance.
6. BGL Software
Introduction to BGL software, familiarization of BGL for company compliance, maintenance of statutory
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