- During a funding round, the corporate secretary passes the board and shareholder resolutions, lodges the share allotment with ACRA, updates the register of members, and issues share certificates.
- For a private company, newly issued shares only become legally effective once ACRA updates the Electronic Register of Members on filing, so backdating isn’t allowed and prompt filing matters.
- Share allotments and funding-round support sit in the higher corporate secretary tiers, above the essentials plan, so a scaling company usually needs to upgrade before it raises.
When a venture-backed company raises capital, the corporate secretary turns a signed deal into a change the law recognises. Term sheets, valuations and investor calls get the attention, but none of it counts with the regulator until someone lodges the resolutions and share allotments with ACRA. That’s a corporate secretary service at work: allotting new shares, updating your register of members, and keeping your records clean for the next round of due diligence. Get it wrong, and a small admin gap can stall a multi-million-dollar raise.
What does a corporate secretary do during a funding round?
During a funding round or restructuring, the corporate secretary prepares the board and shareholder resolutions, lodges the share allotment with ACRA, updates the register of members, and issues share certificates. That’s the sequence that keeps your statutory records accurate for investor due diligence. If you want the role explained from the ground up, the fundamentals of what a corporate secretary does cover the day-to-day compliance work. This piece is about the round itself: the moment secretarial precision stops being routine admin and starts being load-bearing.
Here’s the shape of it before we walk each step.
Deliverable | What it involves | Timing and trigger |
|---|---|---|
Board and shareholders’ resolutions | Authorise the issue of new shares under section 161 of the Companies Act | Passed before the allotment; members’ approval is required |
Return of allotment (ACRA) | Records the new shares, the allottees and the updated share capital through Bizfile | Filing is free; for a private company, the allotment takes effect once ACRA updates the register |
Register of members (EROM) | ACRA’s electronic register updates on filing | The legally definitive record for private companies since 2016 |
Share certificates | Issued to new investors where the constitution or the investor requires them | Within 60 days of allotment, under section 130AE |
Statutory registers and minute book | Updated to reflect the new cap table | Kept current at all times |
Every row here is a filing or a record the secretary owns. Miss one and the shares you just sold might not be legally recognised, which is precisely what investors probe in due diligence. For a private company, the allotment only becomes real once ACRA updates the electronic register, so filing promptly matters far more than any tidy internal spreadsheet.
What changes on your cap table when you raise or restructure?
A raise almost always means new shares. When investors put money in, the company issues fresh equity to them, which is an allotment, not a reshuffle of what already exists. A restructuring can go further: new share classes, an option pool carved out for the team, or the conversion of earlier instruments into equity. Each of those is a change the secretary has to record accurately, because your cap table is only as trustworthy as the register behind it.
New investors often come in on preference shares rather than ordinary ones, which sit above founders on liquidation and dividends. If that distinction is new to you, the difference between preference vs ordinary shares is worth reading before you sign, because it changes what the secretary records against each holder. The register also has to reflect the shareholder rights attached to every class, so a later investor or acquirer can see exactly who holds what.
The secretary’s job isn’t to negotiate any of this. It’s to make sure that once the terms are set, the statutory record matches them line for line.
Reconcile your internal cap table against ACRA’s electronic register after every round. If the two ever disagree, ACRA’s version is the one that counts, and closing the gap later is slower than getting it right on filing day.
The corporate secretary’s checklist: Resolutions, allotments and ACRA filings
The cleanest way to see the secretary’s value is to walk a round in order, from the boardroom to Bizfile. Here’s the sequence for issuing new shares to an investor.
- Confirm the directors hold a valid mandate, or pass a members’ resolution in a general meeting. Directors can’t issue shares on their own authority; section 161 of the Companies Act requires shareholder approval, even when the constitution seems to allow it.
- Waive or satisfy any pre-emption rights. Existing members often have a first right to subscribe, so those rights are either exercised or formally waived before shares go to a new investor.
- Pass the directors’ resolution allotting the shares and approving the certificates.
- Lodge the return of allotment through Bizfile. For a private company, the new shares take effect on the filing date once ACRA updates the register, which is why you can’t backdate an allotment to suit a closing date.
- Update the register of members, issue certificates within 60 days where required, and update the minute book and statutory registers.
One distinction that trips people up in a round is allotment versus transfer. They’re filed differently and taxed differently.
|
Elements |
Share allotment |
Share transfer |
|---|---|---|
|
What happens |
New shares are created and issued |
Existing shares change hands |
|
Typical in a round |
New investor capital comes in |
A founder or early holder sells out, or a secondary |
|
ACRA filing |
Return of allotment; register updates |
Transfer of shares; register updates |
|
Cost trigger |
Filing is free |
Stamp duty of 0.2% on the higher of price or net asset value, payable within 14 days |
|
Certificate |
New certificate to the allottee |
Updated certificate to the transferee |
Rounds usually mean an allotment of fresh shares and fresh capital. Secondaries and founder exits mean transfers, which carry stamp duty. Filing the wrong one, or handling a share transfer as if it were an allotment, is a common and completely avoidable error the secretary exists to prevent.
How do convertible notes and SAFEs get recorded when they convert?
When a convertible note or a SAFE converts, it stops being a promise and becomes equity, so the secretary treats the conversion as a fresh allotment. The instrument itself sits off the cap table as a future right; conversion is the moment those shares are actually issued. That means the same discipline applies: a resolution recording the conversion, a return of allotment for the converted shares, an update to the electronic register, and certificates to the new holders.
Timing matters here in the same way it does for any allotment. For a private company, the converted shares aren’t legally effective until ACRA updates the register on filing. So if a note converts as part of a Series A, the secretary files the conversion allotment alongside the new investor allotment, and the cap table only settles once both are on the register.
What the secretary doesn’t do is decide the conversion terms. The discount, the valuation cap and the trigger all come from the instrument you signed. The secretary’s job is to record faithfully what those terms produce, so the maths on your cap table and the record at ACRA tell the same story.
Why does sloppy secretarial work cost you at the next round?
Sloppy secretarial work costs you because the next investor’s lawyers re-check every filing you’ve ever made. Due diligence is, in large part, a reconciliation exercise: does the electronic register match your internal cap table, are the resolutions on file, were the allotments filed on time, do the certificates exist? Gaps don’t just look untidy. They surface as warranties you can’t give, disclosures that spook a buyer, and closing delays while you file historic paperwork under time pressure.
The people on the hook are your directors. The secretary prepares and files, but statutory responsibility for accurate records sits with the board, and persistent non-filing is grounds for disciplinary action and, in the worst cases, director disqualification. That’s a steep price for admin that should have been routine.
This is also where company stage meets service tier. A one-shareholder essentials plan covers annual returns and AGM prep, but share allotments, transfers and funding rounds sit in the higher tiers. A funded company approaching a raise usually needs to upgrade before it closes, not after, and choosing a provider that can actually handle a round is a real decision. If you’re weighing options, the guidance on choosing a corporate secretary sets out what to look for in a firm that supports scaling companies.
How Sleek helps venture-backed founders keep filings clean through a round
Sleek acts as your named corporate secretary and keeps the whole sequence tight, from the board and shareholder resolutions through the return of allotment, the register update and the certificates, so your cap table is investor-ready before the round closes rather than scrambled together after. Corporate secretary plans start from S$350 a year, with share allotments in the Professional tier and full funding-round support, including Series A and SAFE conversions, in the Enterprise tier. Pair that with accounting for funded startups, and your compliance and your numbers stay in step as you scale.
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FAQs: Corporate secretary in venture capital rounds
Do I legally need a corporate secretary in place before I can raise a round?
You need one regardless of any raise. Every Singapore company must appoint a corporate secretary within six months of incorporation, and the role can’t sit vacant for more than six months. The secretary must be a natural person ordinarily resident in Singapore, and in a company with a sole director, that director can’t also be the secretary.
How quickly does ACRA update the register after we file the allotment?
The return of allotment is free to file,e and approval is immediate through Bizfile. For a private company, the new shares take effect on the same date the filing updates the electronic register, which is why the register, not your spreadsheet, is the moment the shares become real.
What’s the difference between a share allotment and a share transfer in a round?
An allotment creates new shares and raises fresh capital, which is the norm when investors put money in. A transfer moves existing shares between people, which is what a secondary or a founder exit involves. Transfers attract stamp duty of 0.2% on the higher of the price or net asset value; allotments don’t.
Do we have to issue share certificates to new investors?
Physical certificates aren’t strictly mandatory under the Companies Act, but many investors and banks still ask for them. Where your constitution requires one, or an investor requests it, the certificate must be issued within 60 days of the allotment under section 130AE.
Can our existing corporate secretary handle a Series A, or do we need to upgrade?
It depends on the plan. Entry-level secretarial plans cover annual returns and AGM prep but not share events. Allotments and transfers sit in a mid-tier, and funding rounds including SAFE conversions sit in the top tier, so most companies upgrade before they raise.
