Things to do Post-Incorporation
There are things which the company must work on post-incorporation. These are the items that a typical company needs to take note of:
1) Opening of a corporate bank account
2) Depositing the paid-up capital into the corporate bank account
3) Application of licences
4) Setting up of CorpPass
5) Appointment of company secretary
6) First director’s meeting (First board resolution)
7) Setting up and maintaining company registers
8) Appointment of data protection officer
1) Opening of a corporate bank account
A company, as previously mentioned, is a separate legal entity. Therefore, it has its financial standing and its finances. These are separate and distinct from the financial standing and finances of its shareholders and directors. Therefore, once the company has been incorporated, the next step would be to open a corporate bank account. This bank account would be in the company’s name. Therefore, if the company is named ABC Pte Ltd, the account name would be ABC Pte Ltd. All monies would be paid from and into this account. Without a corporate bank account, a company would find it difficult to operate as it cannot pay and be paid.
2) Depositing the paid-up capital into the corporate bank account
Once the company’s corporate bank account is opened, the shareholders must deposit the paid-up capital into the company’s corporate bank account. This amount, the issued share capital, would have been decided when the company was incorporated. Alternatively, this amount can be increased post-incorporation. This is the amount that the shareholders “invest” in the company. These monies then belong to the company with the shareholders being issued shares in return.
3) Application of licences
Now that the company is incorporated and live, it can apply for the various licences it requires. This varies from company to company. For example, if a company is running a bar, then it needs to apply for a liquor licence from the Singapore Police Force. In some cases, the company may not need to have any licences. For example, if it is providing IT advisory services. Together with the application of licences would be the application to have certain accounts open. For example, if a company is doing trading, it may need to apply for a customs account with Singapore Customs.
4) Setting up of CorpPass
This needs to be set up before the application of licences but we placed it after to set the context as to what the CorpPass can do. The CorpPass is a digital pass that allows access to all government services as well as allows for authentication with some non-government services like banks.
5) Appointment of company secretary
This is typically done during the incorporation of the company but if no company secretary was appointed then, one can be appointed after the incorporation. The post of company secretary cannot be left vacant for more than 6 months.
6) First director’s meeting (First board resolution)
This is usually held within the first month of the company’s incorporation.
After the incorporation of a company, the first board meeting should be convened. This is a meeting of the directors of the company. The meeting is usually done about one month after the date of incorporation. This meeting should set out the basic structure of the company. The resolution can be in one singular document or it can be in separate documents resolving individual items.
Items that should be included in the resolution passed at the First Directors’ Meeting:
Appointment of Directors
The company should list down the appointment of the individual directors and their roles. If there are directors who are executive and non-executive it might be a good practice to state this in this resolution.
Registered Office
The registered office should be listed. This is the office to which all communications and notices are sent with regards to the company. The office must be open to the public for at least 3 hours during ordinary business hours on each business day.
Common Seal
If the company adopts a common seal, it should be stated in this resolution
Appointment of Secretary
The appointment of the company secretary can be done in this resolution.
Corporate Bank Account
The corporate bank account details of the company should be listed in this resolution. It should state the bank with which the account is to be opened with as well as the type of account and who has access to the account. It should also state any special approval status of the account (For example more stringent approval for payments above a certain amount).
Financial Year End
The financial year-end of the company should be stated in the resolution.
Allotment and Issuance of Shares
The individuals who are holding on to the shares should be stated in this resolution. It should also state whether these shares are paid up.
(Source: Singapore Secretary Services)
7) Setting up and maintaining company registers
It is mandatory for a company to maintain certain sets of registers. For example, there needs to be a register of controllers and a register of nominee shareholders. These registers need to be kept at the company’s registered office and should be accessible by the registrar or law enforcement agencies during normal working hours.
8) Appointment of data protection officer
This is often overlooked. The company needs to appoint a data protection officer (DPO). The identity of the DPO needs to be updated with the registrar.