Skip to main content Skip to search

Archives for Secretary

Annual General Meeting

Annual General Meeting

Annual General Meeting

When do I need to hold my company’s AGM?

  • A company is required to hold its first AGM within 18 months after its incorporation.
  • Subsequent AGMs must be held every calendar year and the interval between AGMs should not be more than 15 months.
  • Private companies are allowed to dispense with AGMs if at a general meeting of the company a resolution to that effect is passed by all members with voting rights.

What happens if I am late for my AGM or Annual Returns?

Every company is required under the Companies Act to hold its Annual General Meeting (AGM) once in every calendar year and not more than 15 months (18 months for a new company) after the last preceding AGM (section 175). At the AGM, the directors must lay before the shareholders a profit and loss account that is not more than 6 months old at the date of the meeting (section 201). For a public listed company the profit and loss accounts must not be more than 4 months at the date of the meeting. The company is required to file its Annual Return (AR) within 1 month from the date of the AGM (section 197). Failure to comply with any of the 3 separate legal requirements under the law amounts to an offence and an appropriate penalty will be imposed.

Penalties for late lodgement of Annual Return for Local Company/Annual Filing for Foreign Company

Length of Default (Days) Late Lodgement Fee
Not more than 30 days $60
Between 31 days to 60 days (Both days inclusive) $120
Between 61 days to 90 days (Both days inclusive) $170
Between 91 days to 180 days (Both days inclusive) $220
Between 181 days to 365 days (Both days inclusive) $250
Between 366 days to 730 days (Both days inclusive) $350
Between 731 days to 1095 days (Both days inclusive) $350
More than 1096 days $350


Can I ask for an extension to hold AGM?

If your company is unable to keep to the timeline under section 201, you should make an application for an Extension of Time before the expiry of the timeline (or due date). Since the law requires that a company must hold its AGM on time, ACRA will generally not grant more than 60 days of extension. The extension can be applied by company officer (i.e. director of company secretary), or professional firm on behalf of the company.

Read more

Setting up a Travel Agency

Setting up a Travel Agency

Setting up a Travel Agency

Companies or persons in the business of making travel arrangements or conducting tours in or outside of Singapore are required to apply for a Travel Agent Licence.​

Where to apply?
Online Business Licensing System (OBLS)

What is the applicable licence fee?
Licence Fee : S$300

Who awards the travel agent licence?
The Singapore Tourism Board (STB) is the government body that is responsible for the issuing of travel agency licenses.

Who needs a travel agent licence?
Under Section 4 of the Travel Agents Act (Cap. 334), a person carrying out the following activities would need to apply for Travel Agent’s Licence:

  1. sells tickets entitling an individual to travel, or otherwise arranges for a person a right of passage on any conveyance (not being a prescribed conveyance);
  2. sells to, or arranges or makes available for, a person rights of passage to, and hotel or other accommodation at, one or more places (being places within or outside Singapore, or some of which are within and others of which are outside Singapore);
  3. purchases for resale the right of passage on any conveyance (not being a prescribed conveyance);
  4. carries out such activity as may be prescribed; or
  5. holds himself out as, or advertises that he is, willing to carry on any activity referred to in paragraph (a), (b), (c) or (d).

Operators carrying out activities in (a) do not require a licence if they intend to use conveyances owned by them, and operators carrying out activities in (b) do not require a licence if they own both the conveyance and place of accommodation.

Engaging in the business of a Travel Agent without a valid licence is an offence under the Travel Agents Act.

What are the pre-conditions before proceeding to apply for a travel agent licene?

  1. Register the business with the Accounting & Corporate Regulatory Authority (ACRA) to conduct the travel agent business. For businesses that are not yet registered under ACRA, please approach STB on how to apply for a travel agent licence.
  2. Registered business must have a minimum paid-up capital of S$100,000 and a net worth of the same amount.
  3. All applicants must nominate a suitable person as the Key Executive.
    • The Key Executive is responsible for the day-to-day administration and operations of the travel agency. He should preferably be a director of the business (as listed in ACRA) and have managerial experience in the travel business.
  4. Set up an e-mail address specifically for the operation of your travel agency business.
  5. All directors, executives and managerial staff of the business must be fit and proper persons and of good character and fame.
  6. Specify an office to be used for the conduct of the travel agency business.

What are the forms to be completed in connection to the application of travel agent?

  • Completed copy of Business Activities & Market Specialisation Form
  • Latest ACRA Bizfile
  • Key Executive’s Resume
  • Key Executive’s NRIC / Employment Pass
  • Completed copy of the Key Executive Declaration Form
  • Confirmation of Business Address
    To furnish STB with a certificate of Stamp Duty, which confirms your business address. If you are using a home office, kindly provide us with the documents certifying URA/HDB’s approval for it to be under the ’Home Office Scheme’.
    For any sharing of premises with another office, to submit the following additional supporting documents:

    1. Landlord’s agreement to sharing of premises.
    2. Agreement from main tenant on the sharing of premises in a business letter.
    3. A ground plan showing proper demarcations between the licensee and other occupant(s).

    Photo of proper signage display at the main lobby/entrance and within premises.

  • Director Resolution on the appointment of the Key Executive< Printed on company’s letter head and signed by more than 50% of all directors with a valid company stamp./li>
  • Confirmation of Email Address, Business Telephone & Fax Numbers, and Website Address
  • Confirmation of Key Executive’s Mobile & Residential Number, all Directors’ Residential Telephone Numbers
  • Proposed First Financial Year-End of your Business (date/month/year)
    This is essential for determining the deadline for the annual submission of your audited accounts.
    Every travel agent is required to submit its audited accounts 6 months from its financial year end, in accordance to the Travel Agents Regulations (Cap 334).

How soon can my application be approved?
The application will take approximately one to two weeks to process upon full and complete submissions of supporting documents.

How do I know if my application has been approved?
You will be informed of the outcome of your application in writing by email.

When do I have to make payment for the Travel Agent’s Licence? How much does it cost? How long is its validity?
You are required to make payment for the Travel Agent’s Licence when your application has been approved. A Travel Agent’s Licence costs S$300. A Travel Agent’s Licence will expire on 31 December of the following year in which it was issued.

What if my application is rejected?
Section (7) of the Travel Agents Act (Cap. 334) states that: “Any person who is aggrieved by a decision of the Board under this section may, within one month of being notified of the decision of the Board, appeal against such decision to the Minister whose decision shall be final”.

Once my application has been approved, will I be governed by any Act or Regulations?
The Travel Agents Act and Regulations (Cap. 334) governs the licensing of the travel agents and the regulation of their operations. All licensed travel agents are required to be familiar with the provisions of the Travel Agents Act and Regulations (Cap. 334). You are advised to download a copy of the Travel Agents Act and Regulations (Cap. 334) via the TRUST website under the ‘Resources’ menu.

Where can I get information on Travel Agent’s Licence application?
Information on the pre-requisites and procedures in applying for a travel agent’s licence can be found in the Travel Agent Handbook. The Travel Agent Handbook can be found on the TRUST websited under ‘Resources’. You can also download the Travel Agents Application User Guide from the Bulletin Board.

What are the roles and duties of a Key Executive?
Regulation 17 (1) of the Travel Agents Regulations states that the Key Executive is responsible for the proper administration and management of the affairs of the travel agency. The Key Executive must also be contactable at all times.

What are the criteria a Key Executive has to fulfil?
The Key Executive must be a Singapore Citizen or Singapore Permanent Resident. If the proposed Key Executive is a foreigner, he/she must possess a valid employment pass or entrepass issued by Ministry of Manpower (MOM). The proposed Key Executive must be a Director of the company with relevant managerial experience in the travel business. The proposed Key Executive must submit his/her curriculum vitae to STB for assessment and approval.

Am I required to have an office premise for my business prior to my licence application?
No, you are not required to secure an office premise at the time of applying your licence. You will be notified to locate a suitable office once your licence application has been approved in-principle.

If my application is granted in-principle approval, can I start to operate my business?
No. You are not allowed to commence business until STB grants final approval to your application.

My company is an online marketing platform that provides deals via a third party travel agent. Does my company require a Travel Agent’s Licence?
If your company promotes the deals and sells them to the public, the company will be required to apply for a Travel Agent Licence. As the company is collecting payment from customers for such deals, it is no longer considered as just an online marketing platform.

My company is based in Singapore and receives chauffeur service bookings for guests from overseas. My company will then dispatch the booking to the guests’ destination. Will my company require a Travel Agent’s Licence in order to operate?
Based on the information provided, we noted the following: 1) Your company is based in Singapore. 2) Your company will be/is arranging for transport/conveyance, but does not own the transport/conveyance (where in Singapore or overseas) As such, your business falls within Section 4 of the Travel Agents Act (Cap. 334) and you are required to apply for a Travel Agent’s Licence.

Read more

Setting up a Local Company

Singapore River and Merlion

Setting up a Local Company

What’s a Company

A business entity registered under the Companies Act, Chapter 50 and treated as an independent legal entity, i.e. separate from its directors and shareholders. Once incorporated, the company has perpetual succession and it can own properties, enter contracts and sue and be sued. It usually has the words “Pte Ltd” or “Ltd” as part of its name.

Types of Companies

  • Public Company Limited by Shares
    – More than 50 shareholders
    – Offers shares to the public
  • Public Company Limited by Guarantee
    – Not-for-profit, religious and charitable organizations
    – Has a board of trustees
  • Private Company
    – Up to 50 shareholders
  • Exempt Private Company
    – Not more than 20 shareholders
    – No corporate shareholders

Who Can Set Up a Local Company

  • Singapore Citizens
  • Singapore Permanent Residents (PRs)
  • Foreigners: Those residing local and managing the operations must apply for an Entrepass. Those residing overseas must have at least one locally resident director.

Company Name

The proposed name of the Company should not be identical or similar to any registered company or business. If a certain name is not available, an appeal can be submitted stating reasons or no objection letter from existing business owners/directors stating that they have no objection to use of such similar names. ACRA may take a few days for outcome in appeal cases. Otherwise, name approval is normally instant. However, names containing certain words such as “bank”, “insurance” or “financial services” and/or certain SSIC codes may require approval of other government bodies which may take 2 to 14 days.

Memorandum and Articles of Association

Memorandum and Articles of Association is considered as a statutory contract between a company and its members, and among the members themselves. It binds even new members entering the company after incorporation of the company. Non-compliance with the Articles is amount to procedural irregularity.

If a provision of a company’s Memorandum or Articles of Association is not observed then:

  • in case of non-compliance by a company, a member may be able to obtain a declaration or injunction requiring the company to comply
  • in case of non-compliance by a member, another member of the company may be able to obtain declaratory or injunctory relief or damages.

Companies currently have a choice to use their custom Memorandum or Articles of Association or adopt Model Memorandum or Articles of Association.

Local Address

Singapore companies must have a local address as a registered office address.

Residential addresses can be used as a business address under the Home Office Scheme. However, prior approval from the Housing Development Board (for HDB flats) or Urban Redevelopment Authority (for private properties) must be obtained in order to use residential premises (owned or rented) for home office use.

Share Capital

Paid-up capital: This refers to the issued capital that is paid up by the shareholders.

Issued capital: This refers to the share capital which has been allotted to the shareholders.

Director

The Company needs to have at least one director ordinarily resident in Singapore. If a foreigner wishes to act as a local director of the company, he can apply for an Employment Pass from the Work Pass Division of the Ministry of Manpower under the Entre Pass scheme. Only individuals can be a director (i.e. corporate directorships are not allowed). Minimum age for being a director is 18 years.

Shareholder

The Company needs to have at least one shareholder.

Either an individual (more than 18 years) or a corporate entity can be shareholder. No minimum local shareholding requirements. 100% ownership of Singapore companies can be owned by foreign persons or entities.

Company Secretary

Every company must appoint a secretary within 6 months of the date of its incorporation. The company secretary must be residing locally in Singapore. He/She must not be the sole director of the company. A private company is not required to appoint a properly qualified person as a company secretary unless mandated by the Singapore Company Registrar, ACRA.

The secretary of a public company must comply with section 171(1AA) of the Companies Act i.e. must possess at least one of the following qualifications:
– Been a secretary of a company for at least 3 of the 5 years immediately before his appointment as secretary of the public company.
– Qualified person under the Legal Profession Act (Cap. 161).
– Public accountant registered under the Accountants Act (Cap. 2).
– Member of the Institute of Singapore Chartered Accountants.
– Member of the Singapore Association of the Institute of Chartered Secretaries and Administrators.
– Member of the Association of International Accountants (Singapore Branch).
– Member of the Institute of Company Accountants, Singapore.

Business Activity

Prior to the Companies (Amendment) Act 2004, the Memorandum requires object clauses to clearly define the trade and business activities that the Company can operate in. However the 2004 Amendment Act removed this requirement and object clauses have been made non-mandatory, leaving the Company to be free to do any business activities so long as the Company has obtained the relevant and applicable business approvals, permits and/or licenses.

The types of business activities assigned to the Company are categorically classified in the Singapore Standard Industrial Classification (SSIC) 2010, which is the tenth edition of such business classification administered by the Department of Statistics Singapore.


Ready to Form Your Business?  Get Started.

Read more

Share Certificates

Share Certificate

Share Certificate

Share Certificates
A certificate bearing the common seal of the company is proof of a member’s ownership of the shares. Every share certificate should state under seal all of the following details:

  1. Date of issue
  2. Name of the company
  3. The authority under which the company is constituted, i.e. Singapore
  4. Address of the company’s Registered Office
  5. Class of shares
  6. Extent to which shares are paid up g. Name of the registered member
  7. Number of shares
  8. Certificate number

If you are named as a member in the company’s register, you will be entitled to receive share certificates free of charge. However, if the shares are held jointly by several persons, the company need only issue one certificate to be delivered to one of the shareholders. Every company should ensure that all necessary share certificates are issued and delivered promptly. The timeline is within 2 months after a share has been issued, or within 1 month after a completed share transfer is lodged with the company.

Below is the extract from Singapore’s Companies Act (CHAPTER 50) pertaining to the duties of the company with respect to issue of share certificates and default in issue of certificates.

Duties of company with respect to issue of certificates and default in issue of certificates

130.—(1)  Every company shall within 2 months after the allotment of any of its shares or debentures, and within one month after the date on which a transfer (other than such a transfer as the company is for any reason entitled to refuse to register and does not register) of any of its shares or debentures is lodged with the company, complete and have ready for delivery all the appropriate certificates and debentures in connection with the allotment or transfer.

130.— (2)  If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.

130.— (3)  If any company on which a notice has been served requiring the company to make good any default in complying with this section fails to make good the default within 10 days after the service of the notice, the Court may, on the application of the person entitled to have the certificates or the debentures delivered to him, make an order directing the company and any officer of the company to make good the default within such time as is specified in the order, and the order may provide that all costs of and incidental to the application shall be borne by the company or by any officer of the company in default in such proportions as the Court thinks fit.

FAQ

Who keeps the share certificate? Respective shareholders. The secretary shall however keep the portion of the certificate document, where the shareholder signs and acknowledge the receipt of the share certificate.

(However, cancelled shares should be kept by the company secretary).

What if the share certificates are lost? The secretary of the Company can issue a duplicate share certificate in place of the lost one in accordance with the Company’s Articles of Association.
Who should sign share certificates upon issuance? Share certificates are to be signed by any two directors. However, if the Company is incorporated with a single director, which is allowed in Singapore, one director and one secretary shall sign the certificates.
Should the Company’s common seal be affixed on share certificates Yes

 

Read more

Process to Legalise Document issued in Singapore (Non-Govt Documents)


PROCESS TO LEGALISE NON-GOVERNMENT DOCUMENT/S ISSUED IN SINGAPORE FOR USE OVERSEAS
:

Document legalisation

Document legalisation

[NOTE: The document/s refer to non-Singapore Government issued document/s (foreign / private / company documents, including educational certificates from private schools) which must be first referred to a Notary Public (any law firm offering notarial services) for notarisation and then to the Singapore Academy of Law for certification before the documents can be presented at the Singapore Ministry of Foreign Affairs (MFA) for legalisation and finally the respective Embassy in Singapore (e.g., if the document is to be used in UAE, then the respective Embassy refers to UAE Embassy in Singapore. Likewise if the document is to be used in Myanmar, then the respective Embassy means Myanmar Embassy in Singapore).

Commercial documents such as Invoices, Bills of Sales, Certificates of Origin, Fumigation certificates, etc should be certified or seen by any of the four Chambers of Commerce (International, Chinese, Indian and Malay) or the Singapore Manufacturers’ Association before presenting to Singapore MFA for legalisation.

For legalisation of true copies, please present the photocopy together with the original document for verification.]

The steps to note are as follows:

Step 1:
Seek the advice of a Lawyer or Notary Public in Singapore to issue a notary certificate for the original document.

Step 2:
Have the legalised document certified by the Singapore Academy of Law
Address:   1 Supreme Court Lane, Level 5M, Singapore 178879
Phone   : +65 6332 4117
Fax        :  +65 6333 9747
Email    : conp@sal.org.sg

Step 3:
Have the document legalised at the Consular Service Counter, Singapore Ministry of Foreign Affairs
Address :  Tanglin   (opposite Gleneagles Hospital)
Phone    : +65 6379 8000
Opening Hours: Mondays to Fridays: 9.00 am to 4.30 pm (lunch hours inclusive)
Saturdays: 9.00 am to 12.30 pm

(Note: Fees Chargeable at MFA – S$10/- for each legalisation of document, payable by Nets or Cashcard.)

Step 4:
Have the document legalised at the:
Respective Embassy (e.g., Embassy of the United Arab Emirates in Singapore/Embassy of the Union of Myanmar in Singapore)

Read more