Do you know what a Corporate Secretary does?

A corporate secretary in Singapore acts as a compliance officer and a governance advisor for a company. They are responsible for ensuring that the company is complying with all the relevant laws and regulations. 

The role includes creating and maintaining the company’s corporate records, including minutes of meetings, ensuring compliance with the Companies Act, and preparing and filing annual returns to the authorities. They also advise the directors and senior executives on corporate governance matters, and keeping track of changes in the regulatory environment that may affect the company.

Did you know?

In both Singapore and Malaysia, a company secretary is required by law. The corporate secretary must be a natural person who is ordinarily resident in the country and not the sole director of the company. This is the primary reason why foreign companies engage with a corporate secretarial service when incorporating abroad.

There are other good reasons why outsourcing is preferred:

• Familiarity: Professional corporate secretarial services are familiar with the legal and regulatory requirements applicable to companies in the host country.
• It also ensures that there is a greater level of accuracy when filing documents or preparing minutes for AGMs.

What services do Corporate Secretaries provide?

Overall, the role of a corporate secretary is critical to ensuring that a company meets its legal obligations and adheres to the highest standards of corporate governance.

Looking a little closer at the services, a corporate secretary caters to a range of compliance needs to ensure a company is compliant with laws and regulations:

• Drafting and reviewing the articles of association, shareholders’ agreements, resolutions, and other documents related to corporate governance
• Drafting, filing and updating corporate records such as registers of members, directors, secretaries and other officers
• Arranging for statutory meetings including board meetings, AGMs and EGM’s
• Keeping abreast of changes or updates in legal or regulatory requirements
• Advising on compliance issues arising out of domestic/international law
• Obtaining necessary governmental approvals
• Assisting with mergers & acquisitions or dissolutions
• Maintaining necessary database and records

Getting Started in Malaysia

Assigning a qualified corporate secretary

For SCS, getting started with us means we will provide a qualified secretarial service provider can ensure that your company meets all necessary compliance requirements by handling corporate governance matters, filing required forms and documents, and staying up to date with any updates or regulatory changes.

Name Search and Reservation

Before incorporating a company, it is necessary to conduct a name search with the Companies Commission of Malaysia (SSM) to ensure that the name is available. Many incorporation services offer assistance with name searches and reservations.

Registered Office

All companies in Malaysia are required to have a registered office. Some incorporation services offer registered office addresses to foreign companies that do not have a physical presence in Malaysia.

Banking and Accounting Services

Once the company is incorporated, it will need to set up a corporate bank account and will need accounting services. Incorporation services may also offer help with opening bank accounts and finding accounting services.

Visa and Work Permit Services

If the foreign company wishes to bring in expatriate employees, it will need to apply for the appropriate visa and work permits. Incorporation services can assist with this process and help ensure that all necessary documentation is in order.

Business Registration and Licences

Depending on the type of business, there may be additional licenses and permits required to operate legally in Malaysia. Incorporation services may be able to help with applications and ensure compliance with local regulations.

Getting started in Singapore

Assigning a qualified corporate secretary

Quite similarly when you engage SCS to incorporate in Singapore, a qualified secretarial service provider is assigned to handle corporate governance matters, file necessary forms and documents, and ensure compliance with local regulations.

Name Reservation

Before incorporating a company, it is necessary to conduct a name search with the Accounting and Corporate Regulatory Authority (ACRA) to ensure the name is available. Many incorporation services offer assistance with name reservations.

Registered Office

All companies in Singapore are required to have a registered office. Some incorporation services offer registered office addresses to foreign companies that do not have a physical presence in Singapore.

Banking and Accounting Services

Once the company is incorporated, it will need to set up a corporate bank account and accounting services. Incorporation services may also offer help with opening bank accounts and finding accounting services.

Visa and Work Permit Services

If the foreign company wishes to bring in expatriate employees, it will need to apply for the appropriate visa and work permits. Incorporation services can assist with this process and help ensure that all necessary documentation is in order.

Business Registration and Licenses

Depending on the type of business, there may be additional licenses and permits required to operate legally in Singapore. Incorporation services may be able to help with applications and ensure compliance with local regulations.

Are all incorporation processes the same?

No

The incorporation process in Singapore and Malaysia is similar in many ways, but there are also some key differences. Here are some of the main differences to consider:

Company Name Approval: In Singapore, the company name must be approved before the incorporation process can begin. The name must also be unique and not already in use. In Malaysia, companies can either use an existing name or register a new one, but there are rules around trademark infringement and sensitivity of the chosen name.

Share Capital: In Singapore, there is no minimum share capital required to incorporate a company. In Malaysia, the minimum share capital is RM1 ($0.24 USD) for private limited companies, and RM2 for public limited companies.

Foreign Ownership: Both Singapore and Malaysia have restrictions on foreign ownership. However, in Singapore, foreign individuals or entities can own 100% of a company, while in Malaysia, foreign ownership is limited to 30% for most industries.

Director Requirements: In Singapore, a minimum of one local director must be appointed when incorporating a company. In Malaysia, however, there must be at least one director who is a resident in Malaysia, but there is no requirement for the rest of the directors to be Malaysian.

Incorporation Timeline: In Singapore, the process can be completed in as little as one day, while in Malaysia, it can take up to two weeks to incorporate a company.

Skip the hassle

Incorporate with SCS

Now you understand the role of a corporate secretary. If you incorporate in Singapore or Malaysia, get a hassle-free experience when you incorporate with Singapore Corporate Services.

As a corporate service provider we help our clients manage their record keeping, document management, advice for corporate governance matters, and compliance and regulatory matters, and even offer assistance in risk management, as well as providing logistical support to their Board of Directors. 

In order to ensure that you’re running a well-functioning business, it is essential that you understand the importance of having a corporate secretary who can help manage your company’s needs. Investing in the right service will provide peace-of-mind knowing that any task needing to be accomplished will be taken care of with accuracy and timeliness.

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