What to expect from a Singapore professional firm when incorporating

If you’re not a DIY type of director, appointing a professional firm is one way to incorporate your company.

We’re pretty sure you would want to know what you’re spending thousands of dollars on. What is this firm doing for you that would help start your business error-free?

In order to successfully register or incorporate your company with Accounting and Corporate Regulatory Authority (ACRA), there are several rules and regulations that the company secretary needs to comply with.

To ascertain if the firm is professional, here are the five important documents that they should be able to provide you with.

• Company profile
• Memorandum and Articles of Association
• First Board Resolution
• Share certificate
• Important dates

Company Profile

Obtained from ACRA, the Company Profile is an electronic report of the business profile that provides key information pertaining to the company. Information such as registration number, entity name, business activities, registration date, owners and charges of an entity.

Here are some scenarios that would require you to present the BizFile.

• Opening a bank account under your business entity’s name
• Supporting document for applying licenses and permits under the Company Name
• To perform a check on potential business associates

The key clauses that constitutes a BizFile are:

• Date of the Bizfile
• Registration number (UEN number), Name and Registered office of the Company
• Date of Incorporation Company type status and Principal activity
• Share Capital Details: Paid-up; Currency and No of shares Details of Directors, Secretaries, Officers and Shareholders
• Dates of last year ending; Annual General Meeting and Annual return filing

Watch the video here.

M&AA

Memorandum and Articles of Association (M&AA) is a high-level document that governs the business of the company. This is a mandatory document at the time of incorporation process.

The M&AA outlines internal management of the company. A company’s Memorandum of Association must be dated and should at least contain the following:

• Name and basic details of the company such as; Name, Currency of the Capital, Activity
• It may govern the Directors Meeting and the Shareholders Meeting;
• The additional formalities that may need to be complied for the allotment/ transfer or any other changes to the share capital;
• a statement indicating the subscribers desire to form the company and their agreement to pay for the initial shares capital

Watch the video here.

First Board Resolution

The first meeting of the board of directors should preferably be held within one month from the date of incorporation. At this meeting, the first resolution has to be passed by the Board of Directors.

There are 9 key clauses in the First Board Resolution.

• Taking note of the incorporation of the company.
• Adopting the Memorandum and articles of association of the Company
• Noting the Registered office address of the company
• Taking note of the First directors of the company
• Taking note of the First secretaries of the company
• Determination of financial year-end
• Approval for the common seal of the company
• Authorising the issuance Share Certificates to the Subscribers
• Ratification of acts done prior to incorporation

Share Certificate

A share certificate is a written document signed on behalf of a corporation, and serves as legal proof of ownership of the number of shares indicated.

Whenever an investor puts money into the company, this will act as an acknowledgement of the amount that he has invested. It is prove that he is a registered shareholder of the company,

A share certificate is a certificate issued by a company certifying that on the date the certificate is issued, a certain person is the registered owner of shares in the company.

What does a Share Certificate constitute?

• Company name
• UEN number
• Share certificate (ordinary share certificate)
• Share certificate number
• Name and address of the corporate shareholder
• Number of shares
• Value of each share and the currency
• Amount fully paid
• Common Seal of the company

Watch the video here.

Important dates

This document acts as a guide for your company to comply with so you’ll never have to incur a late penalty fee or be summoned.

These documents for incoporation that should be filed under the Companies Act have expiry dates. When the professional firm states in writing the important dates, it’s a heads up for you.

• Financial year
• Management accounts
• Estimated Chargeable Income (ECI)
• Tax installment
• AGM
• Tax filing

Watch the video here.