Change Agent

Yes. Change of Agent is a fairly standard procedure for IBC`s. It can be done by requesting the current Registered Agent to resign and pass the administration of Your offshore company to another licensed Registered Agent. Such request should be provided in writing. All reputable Registered Agents would honour such request without question.

Although legally the change of the Registered Agent is pretty straightforward, those clients, who act in bad faith (for instance, trying to avoid the payment of confirmed and past-due company renewal fees) will encounter difficulties. Quite simply, they may not find a single Registered Agent willing to accept the administration of their company.

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• Change registered agent
• Company formation services

The process of changing a registered agent in Singapore involves a few steps that must be followed if everything is to conform to local legislation. Check your existing contract with the present registered agent for notice periods or termination fees. Notify in writing the current agent of the termination, based on the agreement, and clear any outstanding fees to prevent complications. Next, find another registered agent qualified according to the Singapore Accounting and Corporate Regulatory Authority's, requirements for the position. This is usually an advocate and solicitor who has been professionally trained in the ACRA's compliances matters.

Once you have chosen a new agent, prepare the necessary documents, such as a resolution passed by the board of directors approving such change. You will also have to inform ACRA of such change by updating your company records through BizFile+ Portal, ACRA's electronic filing system. This should be done the soonest possible because each company's registration particulars may be kept up-to-date with ACRA.

ACRA will, in general, inform the new particulars of the registered agent within a couple of days of filing. Inform your new registered agent comprehensively regarding the compliance requirements of your company and get him well-prepared to handle all statutory filings and correspondence on behalf of your company. In this way, the transition will be smooth to keep your company in compliance with effective communication with regulatory authorities in Singapore. It is also easy to effect a smooth transition of agents with the assistance of a professional who has experience in Singapore company law and ensures that the transition does not violate any laws.

Apart from the trust declarations from the nominee shareholder, you can get a similar undertaking from the nominee director.

As an alternative, the nominee director can issue an undated resignation letter, which can be executed by you at any time, thus removing the director from office with immediate or past effect.

Finally, if specifically required by the circumstances, a detailed and specific company management services contract may be drafted and concluded between you and the registered agent (who would also represent all nominees involved).

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• Change registered agent

The new registered agent has to prepare the following forms.

1. Shareholder’s resolution mentioning the change of registered agent.
2. Change of registered office signed by the director/shareholder.
3. Notice given to the old agent about their resignation and submitted to the local authority.

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• Change registered agent

No. The only ones who have power of decision are the shareholders, proxies and directors, depending on the specific case. The registered agent will only be in charge of registering all the acts made by these parties.

You do use them. Apart from lending his office address to be used as the legal address of your company, the registered agent is also legally responsible for the safe custody and updating of a range of documents – namely, the memorandum and articles of association of the company, the register of members or a copy thereof, the register of directors or a copy thereof, and copies of all notices and other documents filed by the company in the previous ten years.

Furthermore, unless the directors of the company have decided otherwise, the registered agent is also the custodian for all minutes of meetings and resolutions of shareholders, and all minutes of meetings and resolutions of the directors. In particular, it is the duty of the registered agent to keep these documents up to date and available for inspection by company directors, shareholders and owners.

Finally, the registered agent acts as the official intermediary between the offshore company and the government, in particular concerning timely payment of the government renewal fees and filing of administrative returns (as the case may be). All in all, the registered agent has a scope of important legal and practical functions, for which, accordingly, an annual fee is to be paid by the offshore company.

Read more:

• Change registered agent
• Company formation services