Scope of Services: Carta Corporate Secretarial (Singapore - Limited Partnership with General Partner Entity)

Scope of Services: Carta Corporate Secretarial (Singapore - Limited Partnership with General Partner Entity)

First year fee includes both a one-time incorporation fee (if applicable) and the annual maintenance fee, and subsequent year fees will include the annual maintenance fee (plus any ad hoc services).  If you choose to independently form your own private limited company as a General Partner entity and would like to utilize Carta’s corporate secretarial service or if you are an existing customer and would like to transfer your corporate secretarial service from another service provider to Carta, the one-time incorporation fee will not apply, and the annual maintenance fee pricing will be determined based on the company structure and complexities.

Carta will provide the following services:

I.    Set Up

A. Incorporation of General Partner Entity - Singapore Private Limited Company (if applicable)

Carta will:

• Prepare all registration forms, including the Incorporation Questionnaire and the following statutory forms:

  • Form 45 Consent to Act as Director

  • Form 45B Consent to Act as Secretary (Carta)

  • Share Application Form

• Compliance and screening of Director(s) and Initial Shareholder(s)

• Check for name availability and submit the reservation of name application with Accounting and Corporate Regulatory Authority (“ACRA”)

• Upon completion of compliance and screening of Director(s) and Initial Shareholder(s), submit the incorporation of company application with ACRA

• Submit Update Register of Registrable Controller with ACRA

• Share the softcopies the ACRA business profile report, Notice of Incorporation and Constitution  

• Preparation of digitalised statutory register, post-incorporation documents, share certificates

• Arrange the post-incorporation documents to be e-signed via DocuSign, namely:

  • First Director(s)’ Resolution

  • Notice of Controller(s)’ Particulars (Beneficial Owner)

  • Page 1 of Company’s Constitution for first shareholder(s)’ acknowledgement

• Named Company Secretary

• Create CorpPass account and serve as the administrator of the account  

You will provide Carta:

• Each Director’s ID, passport and latest (within 3 months) proof of residence 

• Each Shareholder’s: 

  • (Individuals) certified true copies of ID, passport and latest proof of residence AND/OR 

  • (Corporates) certified true copies of Certificate of Incorporation, Latest Business Profile Report, Constitution, Certificate of Incumbency, Register of Members (further documents may be requested for to determine the the Beneficial Owners of the corporation)

• Completed and duly signed Client Acceptance Form and Incorporation Questionnaire

  • Signed post-incorporation documents:

  • First Director(s)’ Resolution

  • Notice of Controller(s)’ Particulars (Beneficial Owner)

  • Page 1 of Company’s Constitution for first shareholder(s)’ acknowledgement

In addition, you are responsible for:

• Setting up bank accounts with your choice of bank

• Informing and furnishing supporting documents at least 14 business days* in advance of any changes to the company’s or company officers’ details** 

*Exclude Singapore Public Holidays and following Carta Singapore’s business hours
**Any late fees charged by ACRA due to the customer not providing the relevant supporting 14 business days in advance, the fees will be borne by the customer and paid upfront prior to Carta filing the lodgement

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B. Incorporation of Limited Partnership (if applicable)

Carta will:

• Prepare all registration forms, including the Incorporation Questionnaire and the following statutory forms:

  • Consent to Act as General Partner

  • Consent to Act as Limited Partner

  • Consent to Act as Manager (if applicable - if GP and LP non-locally registered / residence)

• Compliance and screening of General Partner(s) and Initial Limited Partner(s)

• Check for name availability and submit the reservation of name application with ACRA

• Upon completion of compliance and screening of General Partner(s) and Initial Limited Partner(s), Submit the registration of LP with ACRA

• Share the softcopies the ACRA business profile report and Notice of Registration  

• Preparation of digitalised statutory register, post-incorporation documents

• Arrange the post-incorporation documents to be e-signed via DocuSign, namely:

  • First Partner(s)’ Resolution

• Create CorpPass account and serve as the administrator of the account  

You will provide Carta:

• Each General Partner’s (If Carta has not be appointed to incorporate GP): 

  • (Individuals) certified true copies of ID, passport and latest proof of residence AND/OR 

  • (Corporates) certified true copies of Certificate of Incorporation, Latest Business Profile Report, Constitution, Certificate of Incumbency, Register of Members (further documents may be requested for to determine the the Beneficial Owners of the corporation)

• Each Limited Partner’s: 

  • (Individuals) certified true copies of ID, passport and latest proof of residence AND/OR 

  • (Corporates) certified true copies of Certificate of Incorporation, Latest Business Profile Report, Constitution, Certificate of Incumbency, Register of Members (further documents may be requested for to determine the the Beneficial Owners of the corporation)

• Completed and duly signed Client Acceptance Form and Incorporation Questionnaire

• Signed post-incorporation documents:

  • First Partner’s Resolution

  • LPA for first shareholder(s)’ acknowledgement - if applicable

• Certificate of Incorporation of the Fund Manager

• MAS approved Application (MAS Code) details

• MAS Exempted Application (Legal Opinion) [if any]

Carta’s scope of services does not include:

• Provision of Local Manager

• Limited Partnership Agreement (LPA)

II.    Maintenance 

A. Annual General Meeting (“AGM”) and Annual Return - General Partner Entity

Carta will work with you and a third party to:

• Prepare the AGM documents:

  • Director(s)’ Resolution to approve financial statements and for convening of the AGM

  • Notice of AGM

  • Consent to Shorter Notice (if applicable)

  • Attendance List

  • Complying the AGM documents into Minute book recording purpose

  • Certificate by a Company Limited By Shares

  • Certificate by an Exempt Private Company (if applicable)

  • Statement by a Dormant Company Exempt From Requirements to Prepare Financial Statements (If applicable)

• Arrange the above mentioned documents to be e-signed via DocuSign

• Submit the Annual Return lodgement with ACRA upon receipt of the signed documents together with the annual Financial Statements together and XBRL file

• Share the latest ACRA business profile report upon receipt the next business days* 

• Submit the application for extension of time with ACRA should you and your auditors need more time to hold the AGM or finalise the annual financial statement**

You will:

• Furnish Carta with finalised and signed Annual Accounts / Financial Statements. Client to provide XBRL file to Carta for Annual Return filing.

• Ensure your tax filing agent has filed the relevant corporate tax returns with the Inland Revenue Authority of Singapore (“IRAS”)

• Inform us should there be a requirement to apply for extension of time with ACRA at least 14 business days * from the deadline to hold AGM / file Annual Return (ACRA grace period - 6 months from financial year end date)

*Exclude Singapore Public Holidays and following Carta Singapore’s business hours
** Fees charged by ACRA in relation to requesting for time extension by the customer will be borne by relevant customer paid upfront prior to Carta applying for the extension of time

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B. Renewal Of Limited Partnership

Carta will work with you and a third party to:

• Renew your LP - either for a period of 1 year or 3 years:

  • Issuance of our invoice for the renewal ACRA fees (upfront)

• Submit the Renewal of LP lodgement with ACRA upon receipt of payment to our invoice

• Share the latest ACRA business profile report upon receipt

You will:

• Ensure your tax filing agent has filed the relevant corporate tax returns with the Inland Revenue Authority of Singapore (“IRAS”) 

• There is no outstanding CPF contributions (medisave) - if applicable

• Confirm with Carta the intention to renew LP status within 14 business days* of receiving ACRA notification to renew. 

*Exclude Singapore Public Holidays and following Carta Singapore’s business hours.
** Fees charged by ACRA in relation to requesting for time extension by the customer will be borne by relevant customer paid upfront prior to Carta applying for the extension of time.