Updated
SRV-CS-SE
Running companies
The company secretary resolutions,registers, minutes
In Singapore, Hong Kong and a number of other jurisdictions a secretary is compulsory by law. But the real value of the role is order: the resolutions are drawn up, the registers are current, the changes are filed on time. When a bank asks for a set of minutes three years from now, it will be found in a minute.
- We close the statutory requirement of the jurisdiction
- Every resolution of the company is drawn up and held in the archive
- Changes are filed with the register within the periods set
01 / The service
What this service is
The company secretary is answerable for the formal life of the company: calling and minuting meetings, drawing up resolutions, keeping the registers, filing changes with the state register. It is the invisible work whose absence brings companies fines and makes deals fall apart at due diligence.
A compulsory role
Singapore, Hong Kong and a number of other countries require a secretary to be appointed within a set period after incorporation — without one the company is in breach of the law.
Discipline over resolutions
Appointing a director, distributing dividends, a major transaction — everything is drawn up in resolutions and minutes. Without them a decision is legally vulnerable.
Current registers
The registers of directors, members, beneficial owners and charges must reflect reality. A register at odds with the facts is a find for someone else’s lawyer.
Ready for inspection
Bank compliance, an audit and a buyer in a deal all ask for the corporate archive. The secretary keeps it in a state where it can be shown tomorrow.
02 / Situations
When this service is needed
Situations from practice.
The jurisdiction requires a secretary
A company in Singapore or Hong Kong — appointing a secretary is compulsory by law and within a period.
Changes in the company
A change of director, a new partner, a new class of shares — it has to be drawn up properly and filed with the register.
You are preparing for a deal
The buyer will ask for the corporate history. Gaps in the minutes lower the price or break the deal.
Dividends and distributions
A payment with no resolution drawn up is a tax and corporate risk. The secretary draws it up before, not after.
The registers no longer match the facts
The people changed and the registers stayed as they were — we bring them into line and file the changes.
03 / Honest limits
When the service is not needed
We do not sell what is not needed.
The jurisdiction does not require it and there are few resolutions
For a holding company with one asset and one owner the annual management package is enough — we draw up the resolutions within it.
The group’s own lawyer covers the function
If your group has a corporate lawyer, we only back them up on the local requirements of the jurisdiction.
04 / Scope of work
What the service covers
The formal life of the company, whole.
Appointing the secretary
The formal office in companies where the law requires it.
Meetings and resolutions
Convening, the agenda, the quorum, the minutes of annual and extraordinary meetings, written resolutions.
The registers
Directors, members, beneficial owners, charges — kept and updated.
Filing changes
Notices to the register of changes in the company — within the periods set by law.
The corporate archive
Minutes, resolutions and constitutional documents — organised and available.
A calendar of corporate events
The annual meeting, the annual return, the filing deadlines — under control.
05 / Cost
What the cost depends on
An annual rate plus the volume of changes.
The jurisdiction
The requirements as to a secretary and the volume of compulsory filings differ.
How active the company is
The number of meetings, resolutions and changes over the year.
The complexity of the structure
Several classes of shares, options, charges — more register work.
The basic annual rate is fixed; unplanned changes are quoted before the work on them begins.
06 / How it works
How we work
First an audit of the corporate history, then order.
The audit of the archive
We check the registers, the minutes and the filings made — what is at odds with the facts.
3–7 days
Putting it in order
We restore the missing resolutions, update the registers and file the changes.
1–4 weeks
The appointment
The formal appointment of a secretary where the law requires it.
3–5 days
The running work
Resolutions, meetings, filings and the archive — by the calendar and by events.
ongoing
07 / Preparation
What we will need from you
The facts and timely decisions.
The corporate archive
Everything there is: the constitutional documents, the old minutes, the registers.
Information about changes
Tell us about changes of people and shares before, not after — filing on time costs less than a fine.
The members’ signatures
Resolutions are signed by the authorised persons — we organise it, but the signature is yours.
08 / Team
Who runs the work
The secretarial function is run by a corporate lawyer.
Martina VeberHead of Case ProcessingResolutions, minutes and register filings
Robert HaasCorporate LawyerThe calendar of events and the corporate archive
Igor VencReal Estate Managing DirectorDetails of owners and beneficial owners for the registers
Maria StavruReal Estate AnalystTitle and encumbrances10 / Questions
Answers to common questions
The classic examples are Singapore and Hong Kong: a secretary is appointed within a set period after incorporation, and there are fines for having none. In a number of other jurisdictions the role is voluntary, but the duties — the minutes, the registers, the filings — exist all the same.
The director manages and answers for the decisions; the secretary sees that they are drawn up properly and that the company complies with the law: the minutes, the registers, the filings. They are different roles, and in many countries one person may not hold both.
Fines for the delay, an inaccurate public register and vulnerable resolutions: a transaction made by a director who is not on the record gives counterparties grounds to challenge it.
Yes, by restoring the corporate history: confirming resolutions are drawn up, the registers are brought to the facts and the missing filings are closed. Doing it just before a deal is late and expensive — better in advance.
For the same reason: the bank, the auditor and a future buyer will ask for the resolutions on dividends, loans and appointments. For a sole member they are the easiest of all to draw up — but drawn up they must be.
No: a distribution is drawn up by resolution with a check that the profits suffice. A payment made without it creates tax questions and claims against the director.
Yes: the agenda, the notices, the quorum, the minutes and the related filings — we run the annual cycle of meetings.
Yes, wherever the jurisdiction keeps one: we watch that it is current, file the changes and answer the agent’s requests.
Yes, the standard is one: the registers, the resolutions and the filings by the rules of each jurisdiction, with the calendar and the archive shared across the whole group.
The whole corporate archive: the registers, the minutes, the resolutions and the filing history — organised, to you or to a new provider. We do not hold documents back.
INITIAL ASSESSMENT
Tell us what outcome your family needs
We will design a solution for your case, choose the country and the right status, and take the whole process through to the result.
