Search Results

With effect from 31 August 2018, private companies can be exempted from holding AGMs if they send their financial statements to their members within five months after the financial year end. The exemption to hold an AGM is subject to the following safeguards: A member who wishes to request that an AGM be held must notify the company no later than 14 days before the end of the sixth month after the financial year end Directors must hold an AGM within 6 months after the financial year end if notified by any member of the company to do so. The company may seek the Registrar’s approval for an extension of time to hold AGM by the deadline (i.e. before the end of the six months after the financial year end) Private companies must hold a general meeting to lay financial statements if any member or auditor requests for it no later than 14 days after the financial statements are sent out. Directors must, within 14 days after the date of request, hold a general meeting to lay the financial statements. Private dormant relevant companies*, which are exempt from preparing financial statements, do not need to hold AGMs, subject to the above safeguards. *A private dormant relevant company is a private company which is dormant, not listed (or not a subsidiary of a listed company); and has total assets less than or equal to $500,000 (consolidated value if it is an ultimate parent). Source: ACRA Should you need an expert advice in regard to this matter, contact us now for a non-obligatory consultation. Your One-Stop Holistic Business Services Provider 7, Temasek Boulevard, #12-07 Suntec Tower One, S038987 Mobile/Whatsapp: +65 8944 3991 / 8857 5256 Wechat: Atrioxmgt Email: info@atriox.sg Web: www.atriox.sg Facebook | Instagram

An annual general meeting (AGM) is a way for your company to present its financial statements (accounts) to shareholders (members). Shareholders can then ask questions about the health of your business. An AGM is therefore an important opportunity to address their concerns. All companies in Singapore are required to hold AGMs. The date of your company’s AGM is declared to ACRA when filing your company’s Annual Return on BizFile+. Similarly, if your company is exempted from holding an AGM or has dispensed with the holding of AGM, you would need to submit the details when filing your company’s annual return. The process of an AGM During an AGM, the company presents its financial statements to members, and answers any queries on the business. AGMs are conducted under the direction of the chairman of the meeting, who is usually the chairman of the board of directors. If your company’s Constitution does not specify a chairman to regulate the meeting, any member can be elected at the AGM to fulfil the role. The company secretary – or an appointed secretarial service – is required to prepare any necessary documentation for the AGM (e.g. the company Constitution). Please note the following when conducting your AGM. 1. Other than ordinary business, the meeting should only deal with resolutions for which notice has been given. Ordinary business is defined in your company’s Articles, and may include subjects such as: Dividend pay-outs Appointment of directors/auditors Remuneration for senior executives and directors Consideration of accounts and balance sheets Subjects other than these may be considered special business. Any resolutions at the meeting, other than ordinary business, should have been mentioned in the Notice of the AGM. [Note] If you vote on a topic that was not mentioned in the notice, the resolution may not be legally valid. This is because a member with voting rights may be absent during the meeting, and have no knowledge of the matter. Note that members also have the right to propose resolutions for the meeting. However, they must bear the expense of circulating such resolutions. 2. Make sure you meet the quorum The quorum is the minimum number of members who must attend the AGM, for it to be considered valid. If the quorum is not specifically stated in your company’s Constitution, the minimum number is two members (or their proxies). 3. Ensure proxies are properly appointed. A proxy can attend and vote on behalf of a member at the AGM. The proxy does not need to be a member of your company. The procedure for appointment of a proxy should be in your company’s Constitution; the procedure may be applicable for all meetings, or only for the current meeting. Ensure that the procedures have been followed by members using proxies. 4. Ensure the proper laying of accounts. Directors are responsible for presenting documents such as: Financial statements Balance sheets Director’s report Auditor’s report (if applicable) These materials should also be sent with the Notice of the AGM, at least 14 days prior to the meeting. This will allow members to prepare questions for the directors. 5. Ensure proper voting on various resolutions. Your company’s Constitution covers the voting rights of members, as well as the procedures for voting. Usually, all members have the right to vote, barring exceptional circumstances (e.g. a member who has not paid up for shares issued to them, when notified by the company, may be denied the right the vote). Voting is done by a show of hands or a poll; but note that proxies are usually not allowed to vote by a show of hands, unless the company’s Constitution allows this. 6. Closing your AGM The minutes of the AGM must be recorded in writing, and signed by the company chairman. The company must then file its Annual Returns on BizFile+ (see our guide on filing Annual Returns for more information). Sending notice of the AGM When convening an AGM, you must send a written Notice of the AGM to all members. This includes: The estates of any deceased members The Official Assignee (OA) overseeing any bankrupt members’ affairs The current auditor of the company Any other persons specified in the company’s Articles The minimum notice period is 14 days, though the Constitution may provide for a longer period of notice. The notice period can also be shortened, with the agreement of all the members entitled to attend and vote. Details to include in the notice Date, time, and venue of the AGM Details of any resolutions to be passed Notice of a member’s right to appoint a proxy (for members who cannot attend in person) Ordinary business to be transacted Copies of the financial statements, balance sheet, and director’s or auditor’s report Serving the notice to members Notices may be served personally, by post, by e-mail and other forms of electronic communications, or by any other means permitted by the Constitution. Special notice A special notice is required under certain circumstances, such as the removal of directors or auditors. Such a notice must be served to members at least 28 days before the date of the meeting. Source: https://www.acra.gov.sg/how-to-guides/annual-general-meetings/what-is-an-agm Should you need an expert advice in regard to this matter, contact us now for a non-obligatory consultation. Atriox Management Pte. Ltd. 7, Temasek Boulevard, #12-07 Suntec Tower One, Singapore 038987 Mobile/Whatsapp: +65 89443991 / 88575256 Wechat: Atrioxmgt Email: info@atriox.sg Web: www.atriox.sg Facebook | Instagram

The concept of separate legal entity has been around for more than 500 years and it simply means that the company is separate in all spheres of its activities. One of the main advantages of incorporating a company is that it is a separate legal entity , which means that it is treated as an entity separate from its members that make up the company and as a “person” by law. Due to this separation between the company and an individual, the members’ liability is also limited. Being a legal person, the company has the following rights and obligations like a natural person: Sue and be sued in its own name. Enter into contracts in its own rights. Assets of the company are separate from its members Enjoy perpetual succession and will continue to exist until it is dissolved by court order or liquidation. A prominent case law Salomon v A Salomon and Co Ltd [1897] AC 22 clarifies the separate legal personality of a company which is independent of that of its members. Facts of the case Mr Salomon was a shoemaker in England. His sons wanted to become his business partners so he converted his business into a limited company (A Salomon & Co Ltd). A Salomon & Co Ltd purchased Mr Salomon’s business for above market value. His wife and his five children became subscribers. The two eldest sons became directors of the company. Mr Salomon was allocated 20,001 of the company’s 20,007 shares. The company gave Mr Salomon £10,000 in debentures and received an advance of £5,000 from Edmund Broderip, on security of the debentures. Salomon’s business eventually failed and it defaulted on its interest payments on the debentures (half held by Broderip). Broderip sued to enforce his security. The company went into liquidation. Broderip was repaid his £5,000. This left £1,055 company assets remaining. Salomon claimed this amount under his retained debentures. This would leave nothing for unsecured creditors. The company’s liquidator argued that Salomon should be responsible for the company’s debts. Salomon sued for the £1,055. Ruling The Court of Appeal, declaring the company to be a myth, reasoned that Salomon had incorporated the company contrary to the true intent of the then Companies Act, 1862, and that the latter had conducted the business as an agent of Salomon, who should, therefore, be responsible for the debt incurred in the course of such agency. The House of Lords, however, upon appeal, reversed the above ruling, and unanimously held that, as the company was duly incorporated, it is an independent person with its rights and liabilities appropriate to itself, and that “the motives of those who took part in the promotion of the company are absolutely irrelevant in discussing what those rights and liabilities are”.3 Thus, the legal fiction of “corporate veil” between the company and its owners/controllers4 was firmly created by the Salomon case. Corporate Veil Members of a company are protected from personal liability should the business fail. Due to the principal of a company being a separate legal entity, the courts have been reluctant to hold members liable for the acts of the company. There have been past cases where members or officers of a company made use of the corporate veil doctrine to protect themselves from personal liability. However, there have also been past cases demonstrating through case law that corporate veil doctrine is not an iron curtain. The court will pierce the corporate veil under exceptional circumstances such as fraud and reckless trading or where the sole purpose for which the company was incorporated is fraudulent or illegal. The court of law can disregard the corporate veil in order to ensure justice. A company will come into existence upon incorporation under the Singapore Company Law. When starting a business in Singapore, it is important to understand the different types of structures and the rights and duties each bestow. Should you need expert advice regarding company secretary services in Singapore, contact us now for a non-obligatory consultation. Your One-Stop Holistic Business Services Provider 151 Chin Swee Road #09-08 Manhattan House Singapore 169876 Mobile/Whatsapp: +65 8944 3991 / 8857 5256 Wechat: Atrioxmgt Email: info@atriox.sg Web: www.atriox.sg Facebook | Instagram

This article outlines the key information of being a Singapore Company Director and the Responsibilities and Risks of being appointed as one. Requirements of a Director A director is the person in charge of managing the affairs of the company. He/She must make decisions objectively and in the best interests of the company. Every company must have at least 1 director who is locally resident in Singapore. Here are the basic requirements for a company director. He/She must be: At least 18 years old; Of full legal capacity; A Singapore Citizen, Singapore Permanent Resident or EntrePass holder. A director may also be an Employment Pass (EP) holder. However, an EP holder wishing to become the director of a local company must first get a Letter of Consent (LOC) from the Ministry of Manpower Cannot be disqualified from acting as a director of a company e.g. an undischarged bankrupt. Responsibilities and risks of a Director Statutory Duties The various statutory duties imposed on directors pursuant to the Companies’ Act are: Duty to act honestly and with reasonable diligence (s 157(1)); Duty not to make improper use of his/her position as an officer or agent of the company or any information obtained by virtue of his/her office to gain advantage for himself/herself (either directly or indirectly) or to cause detriment to the company (s 157(2)) ; Duty to disclose potential conflicts of interest in transactions or due to holding of office or ownership of property (s 156(1), (5)); Duty not to make unauthorised grants of financial assistance to directors (s 162(1)); Duty not to make unauthorised grants of financial assistance to director-related companies (s 163(1)); Duty to arrange for and hold annual general meeting (s 175(1)); Duty to keep minutes (s 188); Duty to keep accounting records and books (s 199(1)); Duty to file annual returns (s 197(1)); Duty not to engage in wrongful or reckless trading (s 339(3)); Duty not to engage in fraudulent trading (s 340(1)). In addition to his/her duties under the Companies Act, the director also has duties under the following: Prevention of Corruption Act; SGX-ST Listing Manual; Any other relevant legislation. Fiduciary Duties Every director must fulfil the following fiduciary duties: To safeguard and act bona fide in the interests of the company; To act honestly and for the proper purposes of the company in relation to its affairs Not to pursue his/her own interests and/or act to the detriment of the company; Not to place himself/herself in a position where personal interests would conflict with the company's interests; Not to exercise his/her powers for personal benefit or gain without clearly disclosing his/her interests to and obtaining the necessary consent from the company's board of directors; Not to enter into engagements in which he/she has a personal interest conflicting or which may conflict with the interests of the company; Not to divert any business opportunity in which the company is interested away from the company to himself/herself. We wish to highlight that the penalties prescribed under the Companies Act for default in compliance with the provisions therein are significant. Section 204(1A) of the Act provides that any director who fails to comply or to secure compliance by the Company of the aforesaid provisions shall be guilty of an offence under the Act and shall be liable on conviction to a fine not exceeding S$50,000/-. Any breach in fiduciary duties may result in civil liabilities and remedies. Should you need an expert advice in regard to this matter, contact us now for a non-obligatory consultation. Atriox Management Pte. Ltd. 7, Temasek Boulevard, #12-07 Suntec Tower One, Singapore 038987 Mobile/Whatsapp: +65 89443991 / 88575256 Wechat: Atrioxmgt Email: info@atriox.sg Web: www.atriox.sg Facebook | Instagram Your One-Stop Holistic Business Services Provider

This article set out the key information on Registrable Controllers and the requirements to lodge the Register of Registrable Controller with ACRA. What is Registrable Controller? Registrable Controller is defined as an individual or a legal entity that has a “significant interest” in or “significant control” over the company. An individual or legal entity who has: Interest in more than 25% of the shares Shares with more than 25% of total voting power in the company An individual or legal entity who has significant control over a company is a person who: holds the right to appoint or remove directors who hold a majority of the voting rights at directors’ meetings; holds more than 25% of the rights to vote on matters that are to be decided upon by a vote of the members of the company; or exercises or has the right to exercise significant influence or control over the company. All local and foreign entities are capable of being corporate controllers, including societies and trust companies. From 31 March 2017, all companies, foreign companies and limited liability partnerships (LLPs) incorporated in Singapore, unless exempted, are required to have and maintain a register of registrable controllers (RORC) within 30 days from the date of incorporation. Variable Capital Companies (VCCs) are required to keep and maintain a register of registrable controllers (RORC) only at their end. More information can be found in the notice issued by MAS to VCCs here. Dormant entities are still required to keep and maintain the RORC and file this information with ACRA. Company directors and secretaries, being officers of the companies can view the company’s RORC as they are responsible for keeping and maintaining the company’s RORC. Shareholders, who are not officers of the companies, will not be able to view the RORC. The RORC are to be kept and maintained in their registered office address, or with their appointed RFAs. If there are any changes to the RORC information, they must first update their RORC, before updating the same information with ACRA within 2 business days. With effect from 30 Jul 2020, all companies, foreign companies, and LLPs incorporated in Singapore, unless exempted, are required to lodge RORC information with ACRA. This requirement also applies to entities which are dormant or undergoing winding up, striking off, receivership, or judicial management. VCCs are not required to lodge RORC information with ACRA. Only authorised position holders of companies, foreign companies, and LLPs (e.g. company directors and secretaries, partners of LLPs), as well as authorised RFAs, Group secretaries and Group of Companies, can lodge RORC information via BizFile+. There is no need to update the RORC information lodged with ACRA annually, if there is no change to the existing RORC information maintained by the entities. Companies, foreign companies and LLPs must ensure that the RORC remains up-to-date, by reviewing and updating the register as and when there are changes. The RORC information lodged with ACRA will only be made available to law enforcement agencies for the purpose of administering or enforcing the laws under their purview (e.g. investigation of money laundering offences). Members of the public will not have access to the RORC information. While an entity may authorise an Registered Filing Agent (RFA) to set up and maintain its RORC and file the RORC information with ACRA, the legal obligations resides with the company, foreign company or LLP and they will be liable for any enforcement actions taken by ACRA for breaches of the RORC requirements. We wish to highlight while there are no late filing fees, failure to lodge RORC information with ACRA by 30 June 2021 may lead to prosecution for the offence and the offender can face a fine of up to $5,000. Should you need an expert advice in regard to this matter, contact us now for a non-obligatory consultation. Atriox Management Pte. Ltd. 7, Temasek Boulevard, #12-07 Suntec Tower One, Singapore 038987 Mobile/Whatsapp: +65 89443991 / 88575256 Wechat: Atrioxmgt Email: info@atriox.sg Web: www.atriox.sg Facebook | Instagram Your One-Stop Holistic Business Services Provider

REGISTER OF REGISTRABLE CONTROLLERS (RORC) E-SERVICE IS AVAILABLE ON BIZFILE+ FROM 1 FEBRUARY 2021 The Register of Registrable Controllers (RORC) e-Service is available on BizFile+, ACRA’s online filing portal from 1 February 2021. Companies, foreign companies and limited liability partnerships (unless exempted) are required to lodge RORC information with ACRA, in addition to maintaining their own RORC either in their registered office address or at the office of their authorised filing agent (RFA). Entities that have yet to lodge their RORC information, or instructed their RFA to do so on their behalf, have up to 30 June 2021 to lodge the RORC information with ACRA. For more information, please click here. Atriox Management Pte. Ltd. 7, Temasek Boulevard, #12-07 Suntec Tower One, Singapore 038987 Mobile/Whatsapp: +65 89443991 / 88575256 Wechat: Atrioxmgt Email: info@atriox.sg Web: www.atriox.sg Facebook | Instagram Your One-Stop Holistic Business Services Provider

REVISED PENALTY FRAMEWORK FOR ANNUAL LODGMENTS WITH EFFECT FROM 30 APR 2021 With effect from 30 Apr 2021, ACRA will implement a 2-tier penalty framework for filing of annual return and annual declaration for all Singapore incorporated companies, Variable Capital Companies (VCC) and Limited Liability Partnerships (LLPs). This is part of ongoing efforts to make compliance simple and to encourage companies, VCC and LLPs to take their statutory obligations on annual reporting seriously. There is no change to the current penalty framework for ad hoc filings. For more details, please click here. Source: ACRA Should you need an expert advice in regard to this matter, contact us now for a non-obligatory consultation. Atriox Management Pte. Ltd. 7, Temasek Boulevard, #12-07 Suntec Tower One, Singapore 038987 Mobile/Whatsapp: +65 89443991 / 88575256 Wechat: Atrioxmgt Email: info@atriox.sg Web: www.atriox.sg Facebook | Instagram Your One-Stop Holistic Business Services Provider

On 30 Dec 2020, ACRA announced plans for a 2-tier penalty framework for filing of annual returns and annual declarations by Singapore incorporated companies, Variable Capital Companies (VCCs) and Limited Liability Partnerships (LLPs), to take effect on 30 Apr 2021. Under the 2-tier penalty framework, Singapore-incorporated companies, VCCs and LLPs would incur a late lodgment penalty of $300 if the annual return or annual declaration is filed within 3 months after the filing due date, or $600 if the lodgment is filed more than 3 months after the filing due date. To allow more time for transition, the implementation of the 2-tier penalty framework has been put on hold. The current penalty framework will continue to apply for filing of annual lodgments: The implementation of the 2-tier penalty framework for filing of annual returns and annual declarations by Singapore incorporated companies, Variable Capital Companies and Limited Liability Partnerships has been put on hold to allow more time for transition. The current penalty framework will continue to apply for late filing of annual returns and annual declarations. ACRA urges all entities to comply with the statutory timelines and file the annual returns or annual declarations on time to avoid incurring late filing penalty. Source: ACRA Should you need an expert advice in regard to this matter, contact us now for a non-obligatory consultation. Your One-Stop Holistic Business Services Provider 7, Temasek Boulevard, #12-07 Suntec Tower One, S038987 Mobile/Whatsapp: +65 8944 3991 / 8857 5256 Wechat: Atrioxmgt Email: info@atriox.sg Web: www.atriox.sg Facebook | Instagram

LAUNCH OF NEW ONLINE VARIABLE CAPITAL COMPANIES (VCC) REGISTRATION AND FILING PORTAL ON 1 FEB 2021 We would like to inform you that the new online Variable Capital Company (VCC) registration and filing portal (www.vcc.bizfile.gov.sg) has been launched on 1 Feb 2021. Since the VCC regime was launched on 14 Jan 2020, VCC applications have been lodged using FormSG. From 1 Feb 2021, some VCCs transactions can be lodged through ACRA's new portal at www.vcc.bizfile.gov.sg. They are: • Application for VCC Name • Application for Incorporation of VCC • Registration of Sub-fund • Change in VCC Information - changes in VCC/ Sub-fund name, type, registered office address, office hours, address where register of members and index is kept, user described activity description or alteration of constitution under section 20(5) of VCC Act • Registration of Charge • General Lodgement (e.g. for change of VCC officers) • Business Profile (VCC) • Extract (VCC) • Certificate Confirming Incorporation of VCC • Certificate Confirming Registration By Transfer of VCC More transactions will be released progressively in the coming months. For more information on VCCs, please visit www.acra.gov.sg/business-entities/variable-capital-companies or if you need an expert advice in regard to this matter, contact us now for a non-obligatory consultation. Source: ACRA Atriox Management Pte. Ltd. 7, Temasek Boulevard, #12-07 Suntec Tower One, Singapore 038987 Mobile/Whatsapp: +65 89443991 / 88575256 Wechat: Atrioxmgt Email: info@atriox.sg Web: www.atriox.sg Facebook | Instagram Your One-Stop Holistic Business Services Provider