A vital requirement for all Singapore-based corporations is the appointment of a Singaporean resident company secretary.
He cannot serve as the company secretary if there is just one director in the company. The company secretary may, however, also be one of the directors if there are many directors.
Company secretaries are the officers in charge of the majority of the administrative and reporting tasks required by law, even though the Singapore Companies Act does not specify their position, duties, or obligations. It is the responsibility of the company secretary to support the board of directors to ensure that the firm complies with all regulatory requirements.
Key Roles of a Singapore Company Secretary
Depending on who he or she reports to, the functions and responsibilities of a company secretary in Singapore can be broadly divided into three categories:
- To company – Ensures that the firm complies with all applicable legal requirements, that its commercial interests are always protected, that sound corporate governance is followed, and that it maintains a regular presence at its registered office address.
- To corporate directors – Acts as their counsellor and offers any practical assistance required – disseminates up-to-date information to all directors so they may participate fully during board meetings.
- To the company’s shareholders – Keep in constant contact with them, make sure their interests are safeguarded and promptly release financial reports so that they are informed and ready to participate in decision-making at the annual general meeting.
According to ACRA, the principal duties of a Singapore company secretary are as follows:
- Maintenance of the business’s official records and registers
- Organize director and shareholder meetings
- Submit and timely file all essential legal documentation
- Help with administrative tasks before meetings
- Offer the board thorough legal and administrative support
- Ensuring that the board’s decisions are effectively carried out and disseminated would aid in the implementation of business strategies.
- Make sure the business complies with all legal requirements
- Keep informed of pertinent advancements and modifications to statutory and regulatory requirements
- Communicate with shareholders
Duties of a Singapore Company Secretary
In Singapore, a company secretary has a few core responsibilities (as per regulatory requirements and regardless of whether they are outlined in the employment contract), additional responsibilities (as an employee under the terms of the employment contract), and specific fiduciary responsibilities.
Core Duties of a Company Secretary
Statutory compliance with ACRA – Timely submission of the business’ annual reports and upkeep of the appropriate registers; notice of share transfers, changes to the MAA, notice of the resignation or removal of auditors, change of registered office address, and any other regulatory requirements by the ACRA.
Board meetings – Organize these meetings and assist the formal decision-making procedure at the organization.
General meetings – Plan the Annual General Meetings in accordance with the Companies Act and the bylaws of the company.
Memorandum & Articles of Association (MAA) – Ensure that the board of directors and the corporation always abide by this.
Duties related to shareholders – Oversee share issuances, transfers, and allotments, as well as handle shareholder inquiries and other concerns impacting shareholdings.
Duties related to non-executive company directors – Act as a channel of communication and information for them.
Corporate governance – Help the board of directors of the company establish effective corporate governance procedures there
Company seal – Ensure the safe custody and proper use of the company seal.
Company identity – Ensure that the company name and unique entity number appear on all business correspondence, notices, and other official publications.
Overseas operations – oversee the formation of the company’s international activities in accordance with the necessary laws and procedures.
Acquisitions and disposals – Make sure that all mergers, acquisitions, and other business decisions are made with the company’s interests in mind.
Additional Duties of a Company Secretary
Generally speaking, a business secretary is frequently required to perform additional tasks that are specified in his or her job contract, depending on the person’s credentials and work history. Legal, accounting/finance, human resource, general administrative, or general management tasks could be among them.
Fiduciary Duties of a Company Secretary
As previously indicated, the ACRA considers a company secretary as an officer of the company and imposes the same fiduciary obligations on them as they do on company directors.
- Always behave in the organization’s best interests.
- Avoid conflict of interest at all costs.
- At all times exercise reasonable caution and diligence in your work.
- Never engage in business for or with the corporation in a way that results in illegal gains.
Final Word
A company secretary in Singapore is granted the authority to certify official company documents or business transactions. He or she might need to use the common seal to sign official documents alongside a director of the business. In general, a company secretary, together with any one of the directors, can issue certified copies of company resolutions, which is evidence that the resolution was passed.
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