Register your Data Protection Officer (DPO) via ACRA’s Bizfile

Register your Data Protection Officer (DPO) via ACRA’s Bizfile

PDPA & Data Protection Officer

Personal Data in Singapore is protected by the Personal Data Protection Act 2012 (“PDPA”) which came into effect in 2014. Essentially, the PDPA governs the collection, use and disclosure of personal data legitimately.

Most organisations in Singapore handle personal data in one way or another.  In order to ensure that such personal data is appropriately safeguarded and responsibly managed, the PDPA stipulates that it is mandatory for such organisations to appoint a Data Protection Officer (“DPO”). 

The DPO can be an individual or a team and they can be employees of the organisation or an externally appointed third-party.  The key role of the DPO will be to ascertain that the policies and practises of the organisation in relation to personal data comply with the requirements under the PDPA.

The Personal Data Protection Commission (“PDPC”) in Singapore administers and enforces the PDPA and serves as Singapore’s main authority in matters relating to personal data protection. PDPC has recently collaborated with the Accounting and Corporate Regulatory Authority (“ACRA”) to allow for organisations registered with ACRA to register and/or update their DPO’s name and contact information via ACRA’s BizFile+ using their CorpPass accounts.  With this in place, ACRA-registered organisations that wish to register their DPO details on the PDPC website will now be automatically directed to ACRA’s BizFile+ to do the registration. Non-ACRA registered organisation can continue to register details of their DPO on the PDPC website.

Though registering details of the Data Protection Officer is not mandatory, it is highly encouraged as this will help DPOs stay connected and keep abreast of relevant personal data protection developments in Singapore to ensure continued compliance with the PDPA. With the shift towards companies demonstrating Accountability towards PDPA and not just passive compliance a DPO is more important than ever. If you would like to know more about what demonstrating Accountability means for your business head over to our article written with PDPA expert Straits Interactive for more information

Register your DPO via ACRA's Bizfile Now

Registration and updating of Data Protection Officers’ (“DPOs”) details is now more convenient for Accounting and Corporate Regulatory Authority (“ACRA”) registered companies.

The recent collaboration between the Personal Data Protection Commission (“PDPC”) and ACRA enables ACRA-registered companies to enrol their DPO under ACRA’s BizFile+ platform instead of the PDPC’s website.

If you would like more information on this recent change, reach out to our Corporate Secretarial experts today.

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Closing down a company in Singapore? Here are the three options you have.

Closing down a company in Singapore

Closing down a company in Singapore? Here are the three options you have.

Closing a Company / Cessation of Business

Companies of all shapes and sizes go through constant change throughout their life cycle to ensure they remain competitive. Sometimes, change can lead to the closing down of a company, a subsidiary, or just a local branch. These changes could be driven by a wider clean-up and restructuring exercise or are measures to save on compliance and maintenance costs, or the business is simply no longer commercially viable in the operating county.

There are three main options for closing a business entity in Singapore and we set them out below to assist you with determining which is the most effective course of action for you.

01 Striking Off a Company

Pursuant to Section 344 of the Companies Act (Cap. 50) (the “Companies Act”), a company may apply to the Accounting and Corporate Regulatory Authority (“ACRA”) to be struck off if it is not carrying on business or is not in operation and is able to satisfy the following conditions:

  • The company has not commenced business since incorporation or has ceased trading.
  • The company has no outstanding debts owed to Inland Revenue Authority of Singapore (“IRAS”), Central Provident Fund (“CPF”) Board and any other government agency including ACRA.
  • There are no outstanding charges in the charge register.
  • The company is not involved in any legal proceedings (within or outside Singapore).
  • The company is not subject to any ongoing or pending regulatory action or disciplinary proceeding.
  • The company has no existing assets and liabilities as at the date of application and no contingent asset and liabilities that may arise in the future.
  • All/majority of the director(s) approve the submission of the online application for striking off on behalf of the company.

It is also important to ensure that there is no outstanding tax credit owing to the company before applying for striking off as and when the company is dissolved, any tax credit due to the company will be paid over to the Insolvency and Public Trustee’s Office.

An application to strike off a company can be carried out directly by the company director. However, companies will usually engage their appointed company secretary or a registered filing agent to save time and hassle. Here are some for your company. Processing time once the application is submitted to ACRA is estimated to be approximately four months.

Any person aggrieved by the striking off can submit an objection against a striking-off application. If ACRA receives any objection, ACRA will inform the company of the objection, and the company is required by ACRA to resolve the matter within two months. Otherwise, the striking off application will lapse.

A company can be restored within six years after the company’s name has been struck off by a Court Order.

Closing down a company by striking it off is a straightforward and expeditious process relative to the procedures of winding-up a company, or liquidation of a business which is discussed below. However, this option is only viable mainly for companies that are dormant and do not have any assets or liabilities.

02 Winding-up a Company or Liquidation of a Business

When a company is wound up or liquidated, the debtor company’s assets are collected and sold off in order to pay its debts. Any monies remaining after all debts, expenses and costs have been paid off are then distributed amongst the shareholders of the company. Upon completion of the winding up, the company will then be formally dissolved and cease to exist.

A members’ voluntary winding up may be carried out if the directors of the company believe that the company will be able to settle its debts in full within 12 months from the commencement of the winding-up. Where a company is unable to pay its debts and wishes to be wound up, it may do so by way of a creditors’ voluntary winding up. In both instances, a liquidator will need to be appointed to carry out all acts required to wind up the company.

We will only be addressing a members’ voluntary winding up in this article.

A solvent entity may consider closing down a company by embarking on a members’ voluntary winding up if the company has ceased its business activities, or if the company is not able to generate enough profit to sustain itself, or its existence is no longer required pursuant to a restructuring of the group which the company belongs.

In a members’ voluntary winding up, the directors of the company need to lodge a declaration with the Registrar of Companies that the company cannot by virtue of its liabilities continue its business (the “Declaration of Solvency”). An Extraordinary General Meeting (“EGM”) will then need to be convened to, among others, seek shareholder approval to wind up the company and appoint the liquidator.

A members’ voluntary winding up may commence upon the passing of a special resolution by the members of the company or on the day of lodgment of the Declaration of Solvency with ACRA (where a provisional liquidator has been appointed before the special resolution for voluntary winding up was passed), whichever is earlier.

Once the affairs of the company are fully wound up, the liquidator will draw up an account of how the winding up had been conducted, including, how the company’s assets had been disposed of and present this to the shareholders at an EGM.  Thereafter, the liquidator will need to lodge with ACRA and the Official Receiver a return stating that the meeting has been held with a copy of the account attached.

The company will be dissolved three months after the lodgement. However, the court has the power to declare the dissolution of a company to be void at any time within two years after the date of dissolution if an application is made by the liquidator or any other interested person.

Even though closing down a company is a fairly long process, it will ensure a fair and equitable distribution of the company’s assets amongst its creditors and contributories.

03 Closing the local branch of a Foreign Company in Singapore

A foreign company’s local branch has to cease its operations in Singapore if the foreign company has been dissolved or is undergoing liquidation by filing the necessary notification with ACRA.

If a foreign company’s local branch in Singapore has ceased business, the foreign company may apply to ACRA for winding up a company if it is able to satisfy the following criteria:

  • The sole authorised representative is unable to resign because the company has not appointed a replacement.
  • The authorised representative has received no instructions from the company for at least 12 months after a request has been made regarding whether the foreign company intends to continue operations in Singapore.
  • The foreign company has no authorised representative (can be filed only by registered filing agent).

If the foreign company’s local branch in Singapore is GST-registered, it has to apply for cancellation of the GST registration with IRAS.

Conclusion

Singapore provides a range of options for the closing of business entities and company and the option you choose would depend on the state of affairs of the business entity and your business strategy.

We hope this note is useful to you as a starting point for your discussions on the options to close a business entity in Singapore.

Looking For A Trusted Corporate Secretarial Firm In Singapore?

Boardroom has over 50 years of experience guiding companies of all shapes and sizes through the various options available within Singapore.  Boardroom’s experienced team can not only advise you on the best course of action in closing down a company in Singapore but also take care of the formalities and ensure all statutory requirements are met.  Should you require any further information or professional corporate secretarial services and advice, please do not hesitate to get In touch with your usual contact at BoardRoom or contact info.sg@boardroomlimited.com.

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5 Questions To Ask When Choosing Any Corporate Secretarial Services

5 Questions To Ask When Choosing Any Corporate Secretarial Services

When you incorporate a company in Singapore, you are required by the Singapore Companies Act to appoint a corporate secretary within six months from the date of incorporation. The office of the corporate secretary shall not be left vacant for more than 6 months at any one time.

A corporate secretary fulfills a range of compulsory duties including: maintaining company records and statutory registers; arranging board meetings; as well as filing and updating documents with the Accounting and Corporate Regulatory Authority (“ACRA”). As the company grows this role increases in complexity, so while companies may opt to get a director to fulfill this role or to hire an independent corporate secretary, this certainly isn’t the best option.

It is important to realise that the requirements for the corporate secretary of a private company are much simpler than those of a public company. For a private company your corporate secretary simply needs to be an ordinary resident of Singapore and hold the requisite knowledge and experience to fulfil the duties. However, the requirements for the corporate secretary of a public company are much more stringent and complex, which is why a lot of public companies look to outsource this role to a corporate secretarial company.

With such an extensive list of corporate secretarial companies in Singapore, it can be rather hard to decide on the right one to suit your needs. We’ve created this article to show you the 5 key questions to ask when determining the best corporate secretarial services company to outsource to and how to determine the specific services you require.

Question 1: Does The Firm Have Staff That Have The Required Qualifications?

Whether you are a startup or a company looking to go public, it is always wise to engage a company with the best qualifications possible.

In Singapore, a corporate secretary of a public company must be suitably qualified, and satisfy one of the following criteria, at the very minimum:

  • Been a secretary of a company for at least 3 of the 5 years immediately before his/her appointment as secretary of the public company
  • Qualified person under the Legal Profession Act
  • Public Accountant registered under the Accountants Act
  • Member of the Institute of Singapore Chartered Accountants
  • Member of the Chartered Institute of Secretaries Singapore
  • Member of the Association of International Accountants (Singapore Branch)
  • Member of the Institute of Company Accountants, Singapore

If the company you are considering has staff who can meet all these requirements, then you can be assured it is fully capable of handling the corporate secretarial services of both public and private firms.

Question 2: Do They Understand All The Local Rules And Regulations?

It is especially important to choose a reputable secretarial services firm that is aware of all the local rules and regulations, including any extensions or modifications.

They have to be able to handle the arrangement of AGMs, tax filing as well as the maintenance and filing of company records within the time stipulated by the authorities. Further to this, a great secretarial services provider should ensure that your business is well organised and in effect ensuring you save costs in the long run.

The final piece to consider when asking this question is in relation to international law. If your company operates internationally your company secretary will need to have knowledge of the local laws in different countries which may affect local proceedings, not just your domicile region. International law is vastly complex with rules about taxes, trade, currency conversion, and that contracts vary from region to region so it’s important you ask this question when considering not only the company but also the services you require for your corporate secretary.

Question 3: Do They Provide A Comprehensive Suite Of Solutions?

As your business grows, it can be beneficial to outsource the non-core functions to a single provider so your time and resources are free to focus on core functions and strategic opportunities. Non-core functions include: financial accounting (recording and preparing the income statement, the balance sheet and the statement of cash flows); tax filing; and company payroll (processing payment instructions, generating salaries and statutory reports, filing bank payments, and creating electronic pay slips).

Having all these services under one roof makes it easier for you in the short term as you don’t need to spend time hunting for individual providers, but also in the long term with the efficiencies created through having a single provider manage your non-core business operations.

Moreover, it is likely that your provider will be able to customise a specific package which encompasses all your business needs, allowing you to also enjoy significant cost savings.

Question 4: Does Your Firm Provide A Dedicated Corporate Secretary Or Account Manager For Your Company?

Having a single point of contact allows for excellent communication. Such an individual will be familiar with the history and operations of your company.

This allows for a long-term partnership and for your corporate secretary to grow with your business, providing personalised customer care.

There is a specific time-frame during which annual returns should be filed, and an Annual General Meeting should be held. Having a dedicated corporate secretary will ensure that all these details will be attended to promptly as non-compliance of any of these regulations could result in penalties.

Question 5: Am I About Go Public With My Company Or Am I Evolving My Corporate Structure?

As with any decision, you need to think about the future of your business and what direction you’re heading. If you’re considering going public or even evolving your corporate structure you will need a firm that goes beyond providing the basic corporate secretarial services. You’ll have to look for a provider that has a track record of handling not only regional but also multinational firms.

In addition to this, you will need to consider the services you may require pending the direction your company takes. As an example this could include any, or even all, of the following services: compliance; employee care; expansion (expat services and payroll); employee plan services; and shareholder support services like poll-voting and share registry.

If you are considering taking your company public there are further considerations required for the setup process, enlisting the support of a secretarial firm to manage this can ensure they manage the gruelling administrative work, saving you time and guaranteeing the process runs as smoothly as possible.

Looking For Corporate Secretarial Services In Singapore?

At BoardRoom, we are a top corporate services firm in Singapore with a 50 + year track record of success serving over 7,300 clients regionally. We are experts in helping companies, from multinational corporations to fast-growing SMEs, allowing them to focus on what matters – growing their business. From handling tax accounting to managing secretarial duties for companies across Asia-Pacific, our full suite of corporate services allow our clients to stay compliant, maximise savings and stay organised for better decision making.

Contact us today and empower your organisation with greater freedom through our range of corporate solutions.

Or you can also learn more about our corporate secretarial solutions here.

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Starting A Company? 3 Key Corporate Secretarial Services You Will Need

Corporate Secretarial Services

Starting A Company? 3 Key Corporate Secretarial Services You Will Need

Whether you are starting a new company or expanding your presence to Singapore with a new office, there are certain sets of rules and regulations that need to be followed.

One of the key requirements of new companies in Singapore is the need to appoint a qualified corporate secretary within 6 months of registration with Accounting and Corporate Regulatory Authority (ACRA).

What Does A Corporate Secretary Do?

The role of a corporate secretary is to handle all the corporate secretarial activities of your company such as preparation and lodgement of annual return and statutory returns to the local authority within the prescribed deadline, and ensure your company is compliant in the eyes of the law.

There are restrictions however when it comes to appointing your corporate secretary – they cannot be the company’s sole director, nor can they be a shareholder. While you might be considering getting one of your employees or even another director to be the corporate secretary, it is highly recommended that you engage a professional firm to act as your corporate secretary in delivering optimal results for your company.

Why You Should Engage A Professional Corporate Secretarial Service For Your Company

A professional corporate secretarial service should not only help you with the regulatory compliance requirements but also provide advisory services before you even incorporate a company to ensure your business is set-up for success.

This is doubly important if you are a foreign entity looking to establish a presence in Singapore to tap into the Asian market’s as well as enjoy low corporate taxes in the city-state. A professional service provider would go the extra mile and ensure you structure your organisation in such a way that will allow you to maximise your benefits such as tax breaks and incentives.

In this article, we will be bringing you through the 3 types of corporate secretarial services you will need from your service provider.

1. Advisory Service On An Appropriate Business Structure

From Limited Liability Partnerships (LLP) to Private Limited Companies (Pte Ltd) and Public Companies, deciding on your business structure requires ample consideration and planning.

While an LLP might be easier and cheaper to start, it doesn’t give the founders or partners the same level of liability protection compared to a Pte Ltd company.

Your service provider will be able to analyse which business structure makes the most sense and help you with the entire registration process of your company or representative office (if you are a foreign entity). This will also include advice on and application of employment and residency passes as well as permanent residency and dependent passes if there is a need for relocation to Singapore.

2. Regulatory Compliance Service

Your corporate secretary is a key position that ensures your organisation is compliant with statutory obligations and will have to be constantly up-to-date with the rules and regulations set down by ACRA. This is one of the core reasons why entrepreneurs and big companies are starting to outsource this responsibility to experienced firms with the requisite knowledge and track-record to save time and stay compliant.

 At BoardRoom, we provide our clients will the full suite of regulatory compliance services needed. These include:

  • Annual statutory and regulatory compliance in Singapore (as well as in Australia, Hong Kong, China, and Malaysia)
  • The provision of named corporate secretary, nominee director and nominee authorised representative
  • Serving as acting process agents
  • Proper maintenance of statutory registers and records
  • Effective reporting to relevant statutory authorities of any alterations to corporate structures or memberships
  • Advice and assistance with reporting and compliance requirements relating to the stock exchanges of Singapore, Malaysia, Hong Kong, China, and Australia
  • Preparation of board and shareholders’ resolutions
  • Attendance and minutes-recording at board and shareholder meetings 

In addition, as a full accounting and advisory company, we also help customise solutions for our customers that include payroll and tax accounting.

Together with corporate secretarial services, we synergise the various back-office functions of a company so that you not only save time but also reap a number of benefits that include cost savings and tax savings.

3. Restructuring & Cessation of Companies

In the event you decide to restructure your organisation or cease doing business, there will be rules that have to be followed to ensure a smooth transition without the risk of penalties.

At BoardRoom, should your business decide to evolve into a public company or cease operations, we can advise and assist with the striking-off and members’ voluntary liquidation of companies.

Looking For Corporate Secretarial Services In Singapore?

At BoardRoom, we are a top corporate services firm in Singapore with a 50 + year track record of success serving over 7,300 clients regionally.

We are experts in helping companies, from multinational corporations to fast-growing SMEs, allowing them to focus on what matters – growing their business.

From handling tax accounting to managing secretarial duties for companies across Asia-Pacific, our full suite of corporate services allow our clients to stay compliant, maximise savings and stay organised for better decision making.

Contact us today and empower your organisation with our range of corporate solutions.

Or you can also learn more about our corporate secretarial solutions here.

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5 things to consider when expanding your business into Asia

5 things to consider when expanding your business into Asia

Overseas expansion can give your business a boost by giving you access to untapped markets. That said, venturing into a new market isn’t a decision to be taken lightly. Here are five important things to think about before expanding your business overseas.

1. What government support schemes are your company eligible for?

There’s a good chance you’ll find a government scheme to support your foray overseas, whether from your country of origin or target market. Singapore’s new Enterprise Development Grant, for example, will allow qualifying businesses to upgrade their capabilities, innovate and expand their operations overseas. Businesses considering moving into Hong Kong, for example, can tap one of several support schemes, such as government-led incubator programmes and financing schemes. A competent corporate services provider like BoardRoom can help assess your market readiness and help you get up to speed on the government schemes you can benefit from.

2. How different are industry standards in your home country and target market?

Your company might be a leader in your domestic market, but such success isn’t guaranteed in a new market. For starters, be sure to do comprehensive checks on manufacturing and production standards in your target market to ensure your products make the grade. For businesses looking to move into Singapore, in particular, a good place to start would be getting up to speed with prevailing business and industry standards.

3. Will cultural and language barriers pose a challenge?

While cultural norms in Asian markets like Singapore and Hong Kong are widely influenced by both the East and West, it’s worth getting acquainted with the nuances of local business culture before venturing overseas. For example, business people in these markets are shrewd negotiators, though communication at meetings can often be subtle. “Face” is very important to business people in these markets, so it’s important to be able to read between the lines in every situation. In a nutshell, good manners, respect for others and professionalism go a long way when doing business in the region.

4. What are the compliance requirements I need to take note of?

Expanding overseas is an adventure in itself, but there’s always the nitty gritty to take care of. Markets like Hong Kong and Singapore each have their own unique statutory requirements for businesses, which require a considerable eye for detail to get sorted. While it’s good to get familiar with the compliance requirements in each market, it’s probably worth hiring a professional to do the heavy lifting. Corporate services providers such as BoardRoom have a wealth of experience in this area, enabling businesses to focus on what they do best. Click here for a helpful guide on the useful services you can benefit from.

5. How will I manage my finances?

Having ready access to adequate funding is essential when considering overseas expansion – whether through loans, grants or other sources. If you are opting for a loan, a good credit rating is essential for your business to get the funding support it needs. For greater convenience, consider using a bank which is present in all the markets you intend to operate in. For hassle-free day-to-day operations, consider outsourcing your accounting and payroll functions to a competent corporate services provider such as BoardRoom.

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Regional Managing Director, BoardRoom Business Solutions