0%

Scope of Services: Carta Corporate Secretarial (VCC)

Scope of Services: Carta Corporate Secretarial (VCC)

Carta Corporate Secretarial

First year fee includes both a one-time incorporation fee and the annual maintenance fee, and subsequent year fees will include the annual maintenance fee (plus any ad hoc services).  If you choose to form your own Variable Capital Company (“VCC”) but 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 pricing will be determined based on the VCC structure and complexities.

Carta will provide the relevant reporting and communications for the following services:

I. Set Up

INCORPORATION

Carta will provide the following services:

  • Preparing all registration forms which includes Incorporation Questionnaire and statutory forms below:

    • Form VCR1 Consent to Act as Fund Manager of VCC (Fund Manager must be MAS licensed)

    • Form VCR6 Consent to Act as Director of VCC

    • Form VCR7 Consent to Act as Secretary of VCC (signed by Carta)

    • Share Application Form

  • Compliance and screening of Director(s), Fund Manager and Initial Subscriber(s)

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

Incorporation

1. VCC

  • Upon completion of compliance and screening of Director(s) and Initial Subscriber(s), to submit the incorporation of VCC application with ACRA

    • ACRA will take 14-60 days from date of submission to complete incorporation

  • 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

    • Page 1 of the VCC’s Constitution for acknowledgement

  • Named Company Secretary

  • Create CorpPass account and being the administrator of the account

  • Submit the appointment of auditors upon the confirmation from your auditors

2. Sub-fund(s)

  • Register the sub-fund with ACRA (if applicable) once it has been formed -

    • Filing is required within 7 days of incorporating the sub-fund

You will provide Carta:

  • Directors’ and Fund Managers IDs, passports and latest (within 3 months) proofs of residence

  • Subscribers (“Shareholders”) -

    • (Individuals) certified true copies of IDs, passport and latest proofs 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 document-

    • First Director(s) Resolution

    • Page 1 of the VCC’s Constitution for acknowledgement

  • Obtain legal advice on the preparation of the VCC Constitution and share the finalised version of the Constitution to be adopted by the VCC so that Carta could upload to ACRA during incorporation application

  • Liaised and select your preferred audit firm to act as auditors for your VCC

In addition, you are responsible for:

  • Determining the type of VCC you wish to incorporate ie. an Umbrella VCC or Non-Umbrella VCC

  • Setting up bank accounts with your choice of preferred bank

  • The confirmation and consent to act as auditors from your appointed auditors

  • Informing and furnishing supporting documents at least 14 business days* in advance on 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

II. Maintenance

ANNUAL GENERAL MEETING (“AGM”) AND ANNUAL RETURN

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 VCC Limited By Shares

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

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

  • Share the latest ACRA business profile report upon receipt the next business day

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

You will:

  • Furnish Carta with finalised and signed Audited Financial Statements

  • Ensure your tax filing agent has filed the relevant corporate tax returns with 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

GENERAL CORPORATE SECRETARIAL

Carta’s Corporate Secretarial Services can assist you with the following actions:

  • Share Allotments

  • Share Transfers

  • Appointment of VCC Directors / Managing Directors (VCC Officers), Fund Managers, Auditors

  • Change in Registered Office

  • Resignation of VCC Officers, Managers, Auditors

  • Change in VCC Officers’ and Managers’ particulars

  • Change of VCC’s Name

  • Change of Sub-fund’s Name

  • Preparation of Directors’ and Shareholders’ Resolution in relation to any changes to the VCC’s structure, name, distribution of interim / final dividends, directors’ fee, acquisition of subsidiaries and rescind / rectification of previously passed resolutions

  • Preparation of statutory forms in relation to changes to directors, allotment of shares, transfer of shares

  • Arrange the documents prepared to be e-signed via DocuSign

  • Change of Financial Year End

  • Change of Principal Business Activities (SSIC Codes)

  • Maintenance of Statutory Registers and Minutes Book

  • Consultation on the above and other matters in relation to corporate secretarial

You are responsible for:

  • Furnishing to Carta all supporting documents as requested by the Company Secretary

  • For Share Allotments and Share Transfer related matters, to provide us with the signed documents least 14 business days from effective date

  • Providing Carta with the wire transfer slips or proofs of fund received for allotment of shares

  • Lodgement of Stamp Duty with IRAS and furnishing Carta with a copy of the IRAS stamp duty certificate before the share transfer lodgement could be submitted to ACRA

  • Giving instructions to your current service provider for the cessation of their service and to coordinate with Carta on the handover of VCC statutory records (if applicable)

  • All ACRA fees that we will include in Carta’s invoice as disbursements

Carta scope of services does not include:

  • Provision of Nominee Director

  • Accounting and bookkeeping services

  • Tax services

  • Audit services

  • Dividend calculation and distribution

  • IRAS Stamp duty filing or payment

  • Courier charges

  • Disbursements and Government fees

  • Receipt of any packages on behalf of the clients other than mailers from the Government bodies

  • Any additional fees aside from the one-time incorporation fees

To discuss any services that are outside the scope addressed above, please talk to your Carta representative

ADDITIONAL SERVICES (subject to additional fees)

  • Scope of Services: Carta Corporate Secretarial (VCC)

Striking-Off

Carta will work with you on the:

  • Striking-off consultation process and criteria to be met before the application can be lodged with ACRA

  • Preparation of striking-off documents and arrange for them to be e-signed via DocuSign

  • Upon receipt of the signed softcopies and NIL management accounts signed by the Directors, Carta will submit the striking-off application with ACRA

  • Monitor the status of the striking-off application (turnaround period is between 4 to 6 months from the date of application)

    • Should there be no objection received from creditors/regulatory bodies who can reject to the striking-off of the company, the VCC will be struck-off the Register

You will :

  • Make sure that all striking-off criteria are met and the VCC’s bank account has been closed with no existing assets and liabilities, no ongoing court procedures or outstanding debts to ACRA, IRAS or any regulatory bodies

  • Confirm that the VCC has been dormant from the last financial year end

  • Furnish Carta with the NIL management accounts duly signed by the at least two Directors (or one if sole Directorship structure)

  • To monitor the receipt of ACRA mailers post-submission of striking-off application that will be sent to the VCC officers’ residences and VCC’s registered office address, to inform on the status updates on the progress

Terms and Conditions

To enable Carta to provide the services, Customer agrees:

  1. to make available to Carta as and when required, all relevant information and documents as Carta determines is necessary;

  2. to provide Carta with the information in sufficient time for the services to be completed and any documents submitted to the appropriate government authorities or third parties by the applicable due date;

  3. to forward to Carta upon receipt copies of any notices, letters and other communications received from any government authorities or third parties to enable Carta to provide any applicable services within the statutory time limits; and

  4. to obtain answers to queries and additional records as required.

Customer further agrees that it will inform Carta of any and all changes relevant to Customer’s business which may impact the services provided including without limitation significant transactions or changes in circumstances. Carta shall not be responsible for identifying any such changes to Customer’s business when providing the services or any liability arising therefrom.

Customer acknowledges and agrees that Carta will, in performing the services under this Scope of Services, rely on information, documents, data, material, facts and assumptions that Customer furnishes as being true, correct and complete, and that Carta may use such information, documents, data, material, facts, assumptions and other information furnished by Customer without any independent investigation, audit or verification. 

Customer is responsible for reviewing any form or electronic filing and ensuring the accuracy and completeness of all information therein, and Carta shall not be responsible for, and shall be entitled to rely upon, the accuracy and completeness of such data, material and other information. Carta shall have no liability to Customer for any consequences of any late filings and registrations (including but not limited to in relation to any penalty fees imposed) unless information, instructions, and, if applicable, any additional fees, from Customer have been received by Carta at least ten (10) business days in advance of the relevant filing and registration deadline.  Carta shall not be responsible for any failure or delay in making any filing as a result of the portal used by the relevant authority for filing being offline, unavailable, or wholly or partially disabled, impaired or severely delayed.

Carta may rely upon, and is authorized by Customer to act upon instructions given or reasonably assumed to be given by the person designated by Customer to give such instructions. Carta shall be entitled to disregard or refuse to act on any instruction which is given by a person who Carta reasonably believes is not properly authorized to give instructions. 

Carta shall not at any time be obliged to do, or refrain from doing, anything, which in the sole discretion of Carta:

  1. may be contrary to the applicable law; or

  2. is not permitted under the terms of any permits, consents, licenses or applicable codes of practice issued by any competent authority.

Carta shall not be liable for any damages resulting from refusal by Carta acting in good faith to undertake or fail to undertake any action pursuant to this paragraph, but shall give Customer notice of its refusal and the reason for the same.

Carta shall not be required to take any legal action (including the institution or defense of any proceedings) on behalf of Customer.

DISCLOSURE: This communication is on behalf of Carta Asia Private Limited ("Carta"). This communication is for informational purposes only, and contains general information only. Carta is not, by means of this communication, rendering accounting, business, financial, investment, legal, tax, or other professional advice or services. This publication is not a substitute for such professional advice or services nor should it be used as a basis for any decision or action that may affect your business or interests. Before making any decision or taking any action that may affect your business or interests, you should consult a qualified professional advisor. This communication is not intended as a recommendation, offer, or solicitation for the purchase or sale of any security. Carta does not assume any liability for reliance on the information provided herein.

©2024 eShares Inc., d/b/a Carta Inc. ("Carta"). All rights reserved. Reproduction prohibited.

0%