SECRETARIAL SERVICES


APacTrust is a Registered Filing Agent with ACRA.

Our group of qualified company secretaries can provide you with all the necessary corporate secretarial services that your Company may need.

These include:

  • Allotment of Shares
  • Transfer of Shares
  • Appointment of Directors
  • Cessation or Resignation of Directors
  • Appointment of Company Secretary
  • Cessation or Resignation of Company Secretary
  • Appointment of Auditors
  • Cessation or Resignation of Auditors
  • Opening of Bank Account
  • Changes to Registered Office
  • Filing of Annual Returns
  • Maintenance of Statutory Registers
  • Preparation of Board of Directors’ Minutes
  • AGM
  • EGM
  • Strike off of Company
  • Restoration of Company
  • Application for employment pass
  • Renewal for employment Pass
  • Payroll Processing
  • CPF
BANK ACCOUNTS

At ApacTrust, we can assist clients to open bank accounts. We will provide the necessary documentation and support. However, approval of the bank account opening is subject to the individual bank.

General Information Required by Banks for the Opening of Bank Account:

  1. Principal activities of the Company;
  2. Sources of funds;
  3. Sources of Wealth;
  4. Expected fund flow per month ( in and out);
  5. Currency of the account;
  6. The authorised signatories / controllers;
  7. The signing condition (I.e. Either or, jointly); and
  8. The limit amount for the authorised signing (i.e. from $0 to $200,000 signing for all amounts).
SHARE CAPITAL

Allotment of Shares

Post incorporation, a company may increase its share capital through the allotment of shares.

The process for Share Allotment is as follows:

  1. Section 161 Authority

    Before shares may be allotted, the directors must have obtained prior approval from the shareholders as required under section 161 of the Companies Act.

    This approval may be obtained at the Annual General Meeting or an Extraordinary General Meeting. This is usually in the form of a blanket authority by the shareholders to allow the directors to issue new shares generally until the next AGM.

    A Notice of Resolution with respect to this

  2. Share Application Form

    The incoming shareholder must sign a Share Application Form.

    The Form will indicate the number of shares applied for, the class & type of shares, the amount of shares capital as well as how the share capital is to be paid into the company.

    Shares may be allotted in cash or in kind, e.g. by way of conversion of debt, convertible bonds, sweat equity, employee shares etc.

  3. Director’ Resolutions

    Next, the directors will need to pass a resolution to approve the allotment. This allotment has to be lodged with ACRA within 14 days. ACRA will also update the EROM. Share certificates for the new shares must also be issued within a month.

    As your Company Secretary, we will prepare and lodge all necessary for the allotment. This include:

    • The s161 authority
    • Notice of Resolution
    • Share Application Form
    • Directors resolutions,
    • Return of Allotment of Shares
    • Updated EROM
    • New Share Certificates

Shares Transfers

For the transfer of shares, both the transferor and transferee must sign a Share Transfer Form (or some other valid instrument of transfer).

The directors will need to pass a resolution to approve the transfer.

The transfer must be lodged with ACRA who will also update the EROM (Electronic Register of Members).

Stamp duties must also be paid to IRAS. The amount of stamp duties required to be paid is 0.2% of the net asset value of the shares or the transfer consideration, whichever is higher.

Old share certificates are to be returned to the Company Secretary for cancellation. New share certificates must be issued to the transferee within one month of the share transfer.

Different Classes of Shares

A company may issue different classes of shares, each with different rights attached. Typically, this would include rights to vote, rights to dividends, rights to participate in surplus upon winding up etc.

There are usually 2 main classes, the ordinary shares and the preference shares.

Ordinary Shares
Ordinary Shares, also known as common shares, usually give the holder control over the company. It typically carries the right to vote and the right to participation in the surplus assets the company. Ordinary Shares may be divided into various classes, e.g. Class A, Class B etc. Each class can have varied rights attached to it.

Preference Shares
These shares usually give the holder preference in the rights to dividends and return of capital. They are usually use as an alternative to direct debt financing.

Most preference shares do not carry the right to vote, unless it is on matters affecting the rights of the preference shareholders.

Preference shares can be redeemable, non-redeemable, convertible, non-convertible, cumulative or non-cumulative.

Founder Shares

Founder shares are usually issued to the founders of the company. They typically carry very large voting or veto rights over all or certain matters of the company. It is also known as “Golden shares”.

Employee Shares

Shares may be issued to employees in consideration of their services or as a reward for good performance. This is usually managed under the Employee Stock Option Plan/Scheme.

These are taxable on the employees.