CSP business scenarios
The core jobs a Singapore corporate service provider handles — incorporation, officer changes, share transactions, meetings and resolutions, dividends, annual return and AGM, KYC and striking off — each mapped to its legal basis and a step-by-step CorpSec AI playbook.
These playbooks are practical guides, not legal advice. Legal bases are drawn from CorpSec AI’s verified citation table; anywhere a sub-clause is unconfirmed it is labelled “to be confirmed by counsel”. For the underlying rules see the regulatory reference.
Lifecycle & structural changes
The one-off events that change a company’s officers, shares or standing. Almost all are filed with ACRA within 14 days of the effective date.
| Scenario | Legal basis | Playbook |
|---|---|---|
| Incorporate a new company | s145(1)/(2) resident & natural-person director (verified); s171 secretary (counsel); RORC (verified) | Incorporate a company |
| Appoint a director | s145(1)/(2) (verified); board resolution under the constitution (verified); ACRA + 14 days | Appoint a director |
| Handle a director resignation | s145(1) resident-director floor (verified); ACRA + 14 days | Director resignation |
| Change the company secretary | s171(1) — 6-month vacancy limit (counsel); ACRA + 14 days | Secretary change |
| Change the registered address | ACRA + 14 days; HDB/URA approval if residential | Address change |
| Transfer shares | ss 196A / 126(3) effect on ACRA registration (verified); e-Stamping 0.2%, 14/30 days (verified) | Share transfer |
| Allot new shares | s161 members’ authority; allotment may be void without it (rule verified; sub-clause counsel) | Share allotment |
| Amend the constitution | Members’ special resolution (governing section, majority & notice to be confirmed by counsel); Model Constitution relationship (verified); ACRA lodgement | Constitution amendment |
| Change the bank signatories / mandate | Board resolution under the constitution (verified); bank’s own KYC — not an ACRA filing | Bank mandate change |
| Strike off a dormant company | Striking-off provisions of the Companies Act 1967 (section to be confirmed by counsel); pre-conditions checklist | Striking off |
Meetings, resolutions & distributions
The members’ and directors’ decisions taken between annual returns — meetings (or written resolutions in their place) and the distributions and rule-changes they authorise.
| Scenario | Legal basis | Playbook |
|---|---|---|
| Convene an EGM | s184A–184G written-resolution alternative (verified); s179 voting/quorum (counsel); notice & majority to be confirmed by counsel | EGM |
| Hold the AGM (or rely on the exemption) | s175A — FS to members within 5 months of FYE (verified); s201(16) directors’ statement (counsel); notice to be confirmed by counsel | AGM |
| Declare a dividend | s403 — dividends out of profits only, directors personally liable otherwise (verified); interim/final mechanics per constitution; one-tier tax (confirm with adviser) | Dividend declaration |
Recurring compliance
The calendar-driven and cyclical obligations that keep a client in good standing year after year.
| Scenario | Legal basis | Playbook |
|---|---|---|
| File the annual return (and the AGM question) | s175A AGM exemption — FS to members within 5 months of FYE (verified); AR filing window (counsel) | Annual return & AGM |
| Run a periodic KYC review | CDD kept current on a risk-driven cycle; 5-year records (CSP Act 2024, verified) | Periodic KYC review |
| Prepare for an ACRA inspection | CSP Act 2024 record-keeping & CDD (verified); append-only audit trail | Prepare for inspection |
| Change the financial year end | s198 — notify ACRA; 6–18 month limits; approval if >18 months or changed within 5 years (approval sub-clause to be confirmed by counsel) | FYE change |
| Update the controller / director registers | RORC — internal register within 7 days, ACRA central within 2 business days, penalty up to S$5,000 (verified); director registers’ timelines to be confirmed by counsel | RORC / register update |
Onboarding & migration
Getting clients into the system — one at a time, or a whole book at once. In both cases KYC must clear before any document can be generated.
| Scenario | Legal basis | Playbook |
|---|---|---|
| Onboard a new client | CDD before providing services (CSP Act 2024, verified); s145 checks on setup | Onboard a client |
| Import an existing book | Records-in only; CDD still required per client before drafting (CSP Act 2024) | Import an existing book |
How to read a playbook
Each scenario page is built the same way so you can move fast:
- When you meet it — the real-world trigger for a CSP.
- Legal basis — the provisions in play, from the verified citation table, with a counsel caveat where a sub-clause is unconfirmed.
- The standard steps — how the job is done offline / from a compliance standpoint.
- In CorpSec AI — the exact buttons and panels to click.
- Related guides — links to the module help and the regulatory reference.
Frequently asked questions
Do I have to run KYC before every one of these?
A client must have passed CDD before any document is generated for it — that is a hard gate. For lifecycle jobs on an existing client, KYC is usually already cleared and kept current by periodic review; for a new or freshly imported client, run KYC first.
Which scenario handles a change of company name or financial year end?
A financial-year-end change now has its own playbook — see Change the financial year end (governed by section 198, with ACRA approval needed in some cases). A name change follows the same 14-day ACRA filing pattern as other changes and is covered in the regulatory reference; create a task of the matching type and the AI drafts the paperwork.
Do I need a physical meeting for members’ decisions?
Usually not, for a private company. Most matters can be passed by a members’ written resolution under sections 184A–184G of the Companies Act 1967 — no meeting, notice period or quorum. See the EGM and AGM playbooks for when a meeting is needed and how to run either route.
This is a product guide for CorpSec AI. Where a feature runs on demo data or is not yet released, it is labelled as such. Compliance references are general information for Singapore corporate service providers, not legal advice.