Picking a company secretary for your startup. June 2014
•Als PPTX, PDF herunterladen•
1 gefällt mir•1,166 views
Apart from eating up my start-up funds, what role can a company secretary play? How do I tell the difference when there are so many ‘me-too’ company secretaries?
Empfohlen
Empfohlen
Weitere ähnliche Inhalte
Ähnlich wie Picking a company secretary for your startup. June 2014
Ähnlich wie Picking a company secretary for your startup. June 2014 (20)
Mehr von Futurebooks
Mehr von Futurebooks (14)
Kürzlich hochgeladen
Kürzlich hochgeladen (16)
Picking a company secretary for your startup. June 2014
- 1. Prepared for Plug-In@Blk71 June 26, 2014 PICKING A COMPANY SECRETARY FOR YOUR STARTUP
- 5. www.futurebooks.com Role of a company secretary Who can act as a company secretary How to recognise a good company secretary Important events each company needs to comply with annually Filings with the ACRA website WHAT WE WILL COVER
- 6. www.futurebooks.com When the company has one shareholder / director SMALL COMPANY
- 7. www.futurebooks.com LARGE COMPANY High relevance when the company has multiple shareholders / directors
- 8. www.futurebooks.com WHO CAN ACT AS A COMPANY SECRETARY Ordinary resident of Singapore Natural person Minimum of 18 years of age Knowledge and experience
- 9. www.futurebooks.com A hot chick on reception Can use a nail file Handles admin work A COMPANY SECRETARY IS NOT
- 10. www.futurebooks.com A hot chick on reception Can use a nail file Handles admin work A COMPANY SECRETARY IS Specialized knowledge Organized Progressive and solution-orientated
- 12. www.futurebooks.com SET IMPORTANT DATES Financial year-end Management accounts Estimated Chargeable Income (ECI) Annual General Meeting (AGM) Tax filing
- 15. JARGONS
- 20. ROLE OF COMPANY SECRETARY FROM START TO END
- 21. www.futurebooks.com Prepare the M&AA Consent to act as directors and shareholders Review of documents File returns with ACRA Prepare the Important Dates document Prepare the first board meeting minutes Organise the common seal and the company stamp Prepare the statutory registers: - Register of directors & officers; - Director’s shareholding; - Register of members – ordinary/preference; - Register of allotment; - Register of transfers; - Register of charges Prepare and issue the share certificates STARTING BUSINESS
- 22. www.futurebooks.com ON-GOING MATTERS Directors Changes: - Appointment - Update the ID / residential address - Resignation - Removal Auditors Changes: - Appointment - Change - Resignation Members Changes: - Allotment (to existing or new shareholders) - Transfer (between existing or to new shareholders) - Update the ID / residential address Capital Changes: - Allotment for cash and non cash consideration (increase) - Reduction (with or without court order)
- 23. www.futurebooks.com ON-GOING MATTERS Employee Stock Option Scheme: - Record the ESOS - Create the ESOS committee - Record the Committee minutes - Allot shares to employees - File the allotment with ACRA Amendment of the M&AA (when investors come in): - Include required provisions - Comply with the Companies Act Changes in: - Company name - Financial year end - Business activities (SSIC codes) Conversion of: - Sole proprietorship to company - LLP to company Charges (secured loans): - Creation - Modification - Satisfaction
- 24. www.futurebooks.com Strike off application: - Bank account closure resolution - Consent from shareholder and directors for strike off - IRAS tax clearance - ACRA strike off: file application + address queries raised by ACRA officers CLOSING DOWN BUSINESS
- 25. www.futurebooks.com SCENARIO Financial year end is 28 Feb 2013 AGM is due 31 Aug 2013 Corporate shareholder (an investor company) introduced on 01 Jan 2013 Director resigned 31 March 2013 Corporate shareholder transferred shares to an individual on 01 Feb 2013
- 27. www.futurebooks.com TERMS OF USE Restrictions on Use of Contents 1. Except as otherwise provided, the Contents of this Document shall not be reproduced, republished, uploaded, posted, transmitted or otherwise distributed in any way, without the prior permission of FUTUREBOOKS SINGAPORE PTE LTD. To use any parts of the Contents of this Document, the user must seek permission in writing, stating the c Contents for use; intent of use; manner of use; time frame of use and identity of the user. FUTUREBOOKS SINGAPORE PTE LTD reserves the right to refuse permission without declaring reason(s); and/or if information submitted by user is deemed insufficient. 2. You may view, download and print the Contents if: (a) the Contents are used for non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media, and (b) no alterations, additions or modifications of the Contents are made in any way (c) due acknowledgement is given to “FUTUREBOOKS SINGAPORE PTE LTD” and citing the sources for the relevant data extracted. 3. Modification of any of the Contents or use of the Contents for any other purpose will be a violation of FUTUREBOOKS SINGAPORE PTE LTD ‘s copyright and other intellectual property rights. Graphics and images on this Document are protected by copyright and may not be reproduced or appropriated in any manner without written permission of FUTUREBOOKS SINGAPORE PTE LTD. 4. Any request to otherwise reproduce the Contents from this Web Site for publication or commercial use should be addressed to: info@futurebooks.com.sg. Disclaimer of Warranties and Liability 5. The Contents of this Document are provided on an “as is” basis without warranties of any kind. To the fullest extent permitted by law, FUTUREBOOKS SINGAPORE PTE LTD does not warrant and hereby disclaims any warranty: (a) as to the accuracy, correctness, reliability, timeliness, non-infringement, title, merchantability or fitness for any particular purpose of the Contents of this Document; (b) that the Contents available through this Document or any functions associated therewith will be uninterrupted or error-free, or that defects will be corrected or that this Document and the server is and will be free of all viruses and/or other harmful elements. 6. FUTUREBOOKS SINGAPORE PTE LTD shall also not be liable for any damage or loss of any kind caused as a result (direct or indirect) of the use of the Document, including but not limited to any damage or loss suffered as a result of reliance on the Contents contained in or available from the Document.
Hinweis der Redaktion
- Who is a Company Secretary? A professional with through knowledge of the various Compliances a Company will need to comply with (from Start to end) Co Sec service providers Price war Is pricing the only criteria? (let me share with you 5 most important criteria)
- What is the role of a Company Sec? Who can Act Are there any give away to find a good Company secretary? What are the Important dates/ event a Business owner will need to comply with Informing ACRA of the changes in the Business structure
- Important role as a co sec – to coordinate decisions (between the Directors and the shareholders) The Company Secretary’s role is prominent in both small and big company. In this example – where Co is small (one Director and shareholder) The CO Sec role will revolve around that Sole director/ Shareholder who will be the sole decision maker for the business. The complexity of the Co Sec’s role varies with the size of the Company
- For a Larger Company – where the shareholders and directors are spread across the globe, the Co Sec role is more diversified and becomes more prominent The co sec become the bridge for communication of the decision taken by the majority of the Directors to the rest of the parties involved. From my experience in larger companies with multiple shareholders and Directors, one of my major challenges is to organize the signature of the documents and thereafter filing them appropriately. In the following slides, I will cover how as a Company Secretary, we overcome this challenge.
- Do you think you can appoint your teenager as the Company Secretary of the Company? The Companies Act provides that a Company Secretary be:
- 1. General misunderstanding about who/ what a Company Secretary is? 2. Will he/she a hot hunk or hot chick at the reception? 3. Someone who handles the admin work?
- A Good Company Secretary may be qualified, But is definitely someone who has specialized knowledge is organized and a solution provider.
- - When I’m approached by a business owner with specific change (like introducing a Corporate investor)– My mind looks more or less like this - Each small change will result in a flow of corresponding changes to be implemented
- 1. As a solution provider – the Co Sec prompts the business owners of the Important Dates 2. We in futurebooks as a Co Sec service provider sets aside these 5 specific important dates to all our Clients
- Here is a sample of the Important Dates documents we as futurebooks provide to all our new Clients included newly incorporated companies. To illustrate: Company Name & UEN Date of incorporation Financial year end – we recommend a period of 12 months from the date of Incorporation (as the newly incorporated companies enjoy tax benefits for the first 3 yrs of incorporation when they have a 12month period as their financial year). However, the Business owners are free to choose a longer financial period Management account- in the Best case scenario, these are required to be ready within 1 month from the close of the financial year and this is possible only when the books of the Company are maintained regularly. (from my experience as a Company Secretary, only one out of 10 companies achieve this best case scenario) Assuming in the best case scenario, the management accounts are ready – the ECI (needs to be filed within one month from the date of the Mgt accounts) The ECI will be payable within 3months from the end of the management accounts, however please note that the Annual tax returns will need to be filed by the end of following November. In this case – The Annual General Meeting will need to be HELD within 6months from the date of the FYE and the Annual return is required to be filed with ACRA within one month of the AGM thereafter ECI is Estimated Tax liability for the Company calculated based on the Management accounts of the Company. Once ECI is calculated, the tax authorities will send the notice of assessment with the tax payable by each Company. (this is so the tax authorities don’t have to wait till the subsequent November to get the taxes from the companies)
- As a Company Secretary, one of the major challenges I face, irrespective of the size of the Company (big or small) – it is very difficult to get any documents signed by the Directors and shareholders (keeping in mind the related filing deadlines). This becomes a bit of a tedious task, when the directors/ shareholders are travelling and are spread across the globe. In Futurebooks, we promote the use of technology like ‘Hellosign’ to electronically sign the documents. And from my experience this is the most efficient way to getting the documents digitally signed by the Directors/ shareholder – as all of us are now connected to the net via the emails
- When you start talking to a Co Sec, you may come across a few of there technical jargons. Let me help you familiarize with certain jargons the Company Secretary uses in his/ her daily correspondences
- What do you think Minutes are? (it is a written record of the proceedings of any meeting) How about Resolution? (a written record of a decision taken by the Directors/ shareholders) Can anyone tell me about ‘Provisions’? ‘Are specific contents/ extracts of the Companies Act
- We already know what an AGM is How about EGM? Like the name suggests- it’s a meeting of the shareholder having extraordinary powers (so if you are only a Director in the Company – you cannot participate in this meeting of the shareholders)
- Demonstrate with the Physical Common seal and the Company Stamp. - Usually when the Company is incorporates – it is a best practice to make the common seal and stamp for the Company. Moreover the Common Seal cannot be used on every documents – unless you have a resolution passed by the Directors, authorising its use. The reason- Common Seal is the signature of the Company (and so the authorization by Directors is required)
- I’m sure all the new Start up here, already have an idea of this Charter document of the Company. Though ACRA already provides a standard M&AA for the private Companies, the business owner may choose to modify them depending upon their needs
- As we have already covered the topics on basic criteria and the various jargons a Company Secretary uses, are there any questions on topics that are covered so far? I will now run though the slides, that cover the broad view/ lsit of common Company Secretarial activities that Futurebooks provides (which will obviously be charged separately). This list is also available along with our visiting cards here
- At the time of Incorporation, as Company Secretaries we help you draft the M&AA based on your specific needs or use the standard M&AA. We organize for the necessary consent form the Directors and shareholders. Once the Incorporation form has been submitted with ACRA, the Common Seal and stamp is made and Share certificates issued to subscribers.
- Once the Company is set up and the business operations are started, we assist with various Company activities like: Changes in Directorship (i.e appointment/ resignation/ removal) Changes in shareholding (new shareholders coming in/ transferring of shares) Changes to the share capital (Increase, reductions)
- A bit more complex compliance matters would include the: ESOP (Employee Stock options scheme) – the compliances involved Amendment to the existing M&AA provisions Change of Name of the Company A few other ongoing compliances will be change in FYE dates/ SSIC code etc
- When you decide to close your Company, we assist you with the strike off application with ACRA