Singapore Corporate Secretarial Practice: Practical Overview and Essential Updates

Description

This practical workshop aims to provide participants with comprehensive insights into the crucial aspects of corporate secretarial practice in Singapore. It will also be a useful recap for professionals and business owners involved in corporate secretarial practice, on the practical challenges faced by CSPs, including the recent requirements of the RORC/ROND and insights on the current trends on holding virtual meetings and digitalization due to the COVID-19 pandemic.

Legislative and Regulatory Coverage includes:

• Significant legislative changes
• Personal Data Protection (Amendment) Act 2020 (passed on 2 Nov 2020)
• Update to Personal Data Protection Act (effective 1 Oct 2021)
• The 2020 Revised Edition of Acts (effective 31 Dec 2021)
• Accountants (Public Accountants) (Amendment) Rules 2017
• Limited Liability Partnerships (Amendment) Act 2017
• Regulations 2017
• Key legislative amendments to take effect on 31 March 2017
• Companies (Amendment) Act 2017 and Regulations
• The timeline of updates to the Companies Act
• Regulations for fees and late lodgement penalties
• Regulations for filing of documents
• Amendments to Companies Act effective from 1 July 2023
• Companies can hold virtual only and hybrid meetings
• Revision of the exclusion criteria for computing 90% threshold for compulsory acquisition
• Disqualification of Directors under section 155A
• Increased Penalties imposed on Directors for certain offences

Programme Outline

This practical workshop walks participants through the basics of company law using case studies. It will cover the incorporation, management and administration of the private company and its day-to-day business with precedents.

Areas covered:

Incorporation of Companies

• Dealing with pre-incorporation contracts
• Constitution and incorporation procedure
• Specimen documents (Consent letter, Power of Attorney)
• Changes of director or secretary

Post-incorporation

• Change of status of company
• Specimen documents (Minutes of first directors’ meeting, Declaration of directors’ interests)

Directors and Company Secretaries

• Changes in appointment of directors and secretaries
• Appointment of an alternate director
• Resignation of director or secretary
• Section 184E – A Notice to members notifying the resolution passed

Meetings - Minutes and Resolutions

• Types of meetings
• Approving circulating the financial statements and reports
• Appointing of a corporate representative
• Directors’ meetings and resolution in writing
• Changes of new Constitution
• Allotment and issuance of shares

Minutes of an AGM/ EGM and holding of virtual meetings

• Checklist for the conduct of general meetings

Register of Registrable Controllers (“RORC”) and Register of Nominee Directors (“ROND”) for companies and foreign companies

Maintenance of documents in electronic form

What you will learn

• Gain a practical overview of the new legislations and the critical requirements that all CSPs, Accountants, Directors and Officers of the company must know
• Learn about the features of business entities, incorporation process, role of the directors and company secretaries and highlight common issues faced by Corporate Secretarial Providers (CSPs)
• Learn about setting up and maintaining of the Register of Registrable Controllers and Register of Nominee Directors
• Keep updated on recent trends on holding of virtual meetings and practical aspects
• Understand the key features on running digital platform and stay on top of CSPs compliance responsibilities, including adoption of digital signatures and maintenance of statutory documents in electronic form

Target Audience

• Business owners/private companies
• In-house compliance and corporate secretarial professionals
• CSC providers
• Corporate secretarial professionals
• Middle management and above

Expert Speaker

Luar Eng Hwa

Mr Luar has more than 40 years of working experience in areas concerning audit and assurances, fraud examination and investigation, accounting, corporate secretarial and advisory as well as tax compliance and advisory services for international and local businesses. As a business consultant, he renders advisory to corporations and assists them in their preparation for IPO, and is active in corporate restructuring, investment decisions, due diligence and perform feasibility studies for companies resulting from his client's business expansion.

Mr Luar started his professional career since 1983 and thereafter with several medium-sized local accounting practices, handling a mixed portfolio of clients on advisory services, assurance services and tax advisory & compliance. He is the Founder of E H Luar & Co, an accounting firm established in 1999 that delivers a full range of professional services tailored to the needs of both private sector business and public interest entities.

Mr Luar has acted as an Audit Committee Chairman and Advisor to a Large Charity, Independent Director of several privately-owned fund-investments companies listed in overseas stock exchange.He is a Public Accountant and a Fellow Chartered Accountants of Singapore, a Fellow Chartered Certified Accountants in UK, and a Fellow CPA (Australia). He holds a practising certificate as a Certified Fraud Examiner since March 2000, and an Accredited Tax Advisor (Income Tax & GST). He is also a member in the Singapore Institute of Arbitrators and the Singapore Institute of Directors.