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Changing your company name in Singapore
Throughout the life of a company, it may be required to change its name for certain reasons, including:
1. Sale of assets: where the assets of a company are acquired, it is often a requirement for the selling company to change its name from the name of the new company which may be set up to acquire the assets;
2. Rebrand: where the company is seeking to reposition itself, it may decide on a rebranding exercise which will include a change of the company name;
3. Cessation of a partner: if a company was named after its current owners and an owner leaves the company, the remaining partners may wish to change the name of the company to reflect the current partners moving forwards.
Before proceeding to decide on a change of name, it is worthwhile to check if your company Constitution provides for any particular approval threshold for changing the company name (i.e. 100% of the shareholders).
Otherwise in Singapore it is a requirement for at least 75% of voting shares approving the change of company name.
The special resolutions approving the name change must also be filed with the Accounting and Corporate Regulatory Authority before the new company name can take effect in Singapore.
For more information as to our firm’s company compliance services, please visit: www.procosecasia.com
Retirement and re-election of directors for a Singapore company
Most companies in Singapore adopt, on incorporation, a standard form of by-laws known as the Model Constitution.
The Model Constitution is essentially a set of binding rules between a Singapore company, its officers and shareholders.
Unless otherwise stipulated in the Constitution of a Singapore company, the Model Constitution provides that:
1 All the directors of a company are to retire at the first Annual General Meeting and seek re-election;
2 At subsequent Annual General Meetings, 1/3 of the elected directors have to retire; and
3 The retiring directors must have those who have been longest in office since their last election.
For more information as to the above topic or to find out more about our Singapore Company Compliance Services, please visit: www.procosecasia.com.
What are company resolutions and why do I need them?
From the moment you set up your Singapore company, many operation and administrative decisions will be made. These will include, for example:
Approving commercial contracts;
Granting powers of attorney for agents to act for your company (e.g. for a business negotiation);
Approving your yearly financial statements; or
Making changes to the board of directors or shareholding of your company.
All these decisions need to be recorded by a Singapore company in the form of company resolutions.
Broadly speaking, there are 2 types of resolutions:
1. Directors Resolutions; and
2. Shareholders Resolutions.
Procosec Asia provides full time company secretarial services to Singapore companies in drafting, recording and maintaining all company resolutions required by your Singapore company.
For more information on our suite of corporate compliance services please visit: www.procosecasia.com
Reminder for updating of statutory registers following passing of Corporate Registers (Miscellaneous Amendments) Bill 2022
From May 30th, 2022 local and foreign companies are required to ensure that they update their company statutory registers, including:
For register of nominee directors, local companies are required to update this register within 7 days following receipt of information from a nominee director; and
Foreign companies are required to update their register of members within 30 days from any change.
For more information about the above changes, please visit: Help Resources (acra.gov.sg)
Accounting and Corporate Regulatory Authority
acra.gov.sg
The Accounting and Corporate Regulatory Authority (ACRA) is the national regulator of business entities, public accountants and corporate service providers in Singapore.
Alternatives to incorporating Singapore company: the Representative Office
Singapore has a strong reputation worldwide for its ease of doing business environment and compliance-based system.
Before deciding whether Singapore is the right place for running a business, an option exists for setting up a presence in Singapore without the added requirements that setting up a company can bring.
This is by setting up what is known as a Representative Office.
Companies may set up a Representative Office in Singapore provided they meet the following criteria:
1. The annual turnover of the foreign company is above USD 250,000;
2. The foreign company has been established for at least 3 years; and
3. The number of local representatives to be based in Singapore are fewer than 5.
The process for setting up a Representative Office is straightforward and will take up to 1 week.
Once a Representative Office has been set up it may operate out of Singapore for up to 3 years. Thereafter, the Representative Office will need to make a final decision whether to incorporate in Singapore.
For more information on our Representative Office services, or our Singapore company compliance services in general, please visit: www.procosecasia.com