Having a Corporate Secretary as Part of Legal Compliance
Appointing a corporate secretary is important in incorporating a company in Singapore.
Every company must appoint a corporate secretary within six months of its establishment, according to the Accounting and Corporate Regulatory Authority (ACRA), which is the national regulator of business entities and public accountants.
Although a locally resident company director may also be the corporate secretary, this is only possible if it has more than one director.
Company secretaries, for example, are required to be Singapore residents. Nationals of Singapore, Permanent Residents, and EntrePass holders are all eligible.
The “required skills and expertise to discharge the company secretary’s functions” are often required of company secretaries. According to the ACRA, this is either a registered filing agent or an accredited individual for public companies.
Any person with a SingPass who is normally resident in Singapore qualifies as a company secretary for private companies. On the other hand, a company director may only be called secretary if he is not the company’s sole director.
The role of a company secretary cannot be empty for longer than 6 months at a time.
Responsibilities of a Corporate Secretary
Corporate Secretaries have a wide range of responsibilities, including monitoring and reviewing company records on ACRA to scheduling the CEO’s annual general meetings(AGMs). The different divisions used to organise the usual duties of a company secretary generally are listed below. This list is not complete, and secretaries have various other responsibilities and contributions to the company.
1. Updating and filing with ACRA
- Appointment, resignation or death of company officers
- Update of particulars of directors
- Annual Returns are required to be filed.
- Amendments to the company’s charter
- Allotments of shares or equity exchanges+
- Changes in the company name
2. Maintenance and upkeep of statutory registers
- Filing of signed Board Resolutions
- AGMs and EGMs must keep minute books up to date
- Issue of shares
- Distribution of the Annual Report and financial statements
3. Preparation of board meetings and AGMs
- Distributing company’s financial reports
- Attendance and taking of meeting minutes
- Prepare the meeting agenda
- Resolutions of the Board of Directors are being prepared.
4. Miscellaneous services
- Deadlines for filing reminders
- Ensuring that the company seal is kept secure and is used correctly.
- Monitoring of the shareholder registry and shareholder movement
- Maintaining good ties with shareholders
Roles of a Corporate Secretary
The corporate secretary carry on other positions in this business due to their wide range of jobs and the different duties they have to undertake. The following is a list of the various roles they take on. Please keep in mind that this list is not complete and only highlights company secretaries’ most important functions in Singapore.
The Power of the Corporate Secretary
A corporate secretary is empowered in Singapore to authenticate the company’s documents or formal proceedings. He or she will have to execute official papers under the common seal with a corporate director. A corporate secretary may generally have approved copies of company resolutions and any of the directors, which is regarded as evidence of the resolution’s acceptance.
Fiduciary Duties of a Company Secretary
As previously said, ACRA recognises a company secretary to be an officer of the company and thus imposes the following fiduciary responsibilities, which are similar to those imposed on company directors:
- Work in the company’s best interests to prevent conflict of interest
- Exercise reasonable caution and diligence when carrying out duties
- The company never make any illegitimate profits from personal business relations.