When embarking on the exciting journey of starting a new company in Singapore, entrepreneurs typically focus on the big picture: business strategy, product development, and market entry. However, the success of a company launch also depends on a strong and compliant foundation. This is where the corporate secretary, an often-underestimated role, acts as the unseen architect of your business structure.

While the Singapore Companies Act 1967 mandates that every company must appoint a secretary within six months of its incorporation (Section 171(1) of the Companies Act 1967 “Companies Act”), their involvement from the very beginning is a strategic advantage that ensures a smooth and legally sound setup process.

Here’s a look at the vital role a corporate secretary plays before, during, and after your company is officially born.

 

Before Incorporation: Laying the Groundwork

An experienced corporate secretary or a professional corporate secretarial firm provides invaluable guidance during the planning phase. Their expertise helps you navigate the initial, critical decisions with confidence.

  • Advising on Company Structure: They can help you understand the nuances between different entity types to ensure you choose the structure that best suits your business goals.
  • Name Reservation: The corporate secretary will conduct a search on the ACRA (Accounting and Corporate Regulatory Authority) portal to ensure your desired company name is available and compliant with regulations. They will then manage the name reservation process.
  • Preparing Incorporation Documents: This is a core function. The secretary will prepare and collate all the necessary documentation, including:
    • The Company Constitution (formerly known as the Memorandum and Articles of Association).
    • Signed consent forms from all proposed directors and the company secretary.
    • Identification and proof of address for all shareholders and directors

 

During Incorporation: Ensuring a Flawless Launch

With all the preparatory work done, the corporate secretary takes the lead in the formal incorporation process. They act as the official liaison with ACRA, managing the entire submission on the BizFile+ portal.

  • Filing with ACRA: The secretary ensures that all information is accurately entered and that the application is submitted correctly. This minimises the risk of rejections or delays, which can be costly for a new business eager to get started.
  • First Board Resolution: They will often prepare the first resolution for the newly formed board of directors, which typically covers key initial matters such as the appointment of directors and secretary, the adoption of the company seal, the allotment of shares, and the opening of a corporate bank account.

The process of incorporation involves careful attention to legal detail. Navigating these requirements can be complex, and a single mistake can cause delays. For professional support to ensure your company is set up correctly from the start, consider reaching out to Raffles Corporate Services Pte Ltd.

 

After Incorporation: Establishing Good Governance from Day One

Once your company receives its Certificate of Incorporation, the corporate secretary’s role seamlessly transitions to establishing the statutory framework for the new entity. This includes:

  • Issuing Share Certificates: Preparing and issuing official share certificates to all shareholders.
  • Setting Up Statutory Registers: A company is legally required to maintain several statutory books (registers). The corporate secretary will create and maintain these crucial records, which include:
    • Register of Members (shareholders)
    • Register of Directors, Secretaries, and Auditors
    • Register of Charges
  • Filing Post-Incorporation Information: Ensuring all officer details and company information are correctly reflected in ACRA’s records.

 

Your First and Most Important Compliance Partner

Viewing the corporate secretary as a compliance officer to be appointed six months down the line is a missed opportunity. By engaging them from day one, you are not just hiring an administrator; you are onboarding a strategic partner who ensures your business is built on a solid, compliant, and well-documented foundation. They are the architects who work behind the scenes to give your business the strong structural integrity it needs to thrive.

 

For further assistance or inquiries, you can contact the Raffles Corporate Services team via email at hello@rafflescorporateservices.com.

Yours sincerely,
The editorial team at Raffles Corporate Services