Do you know that it is a pre-requirement for all Singapore registered companies to appoint a company secretary? As per the Singapore Company Law, Section 171, each company must appoint a qualified company secretary within the 6 months of its incorporation date. The appointee, a resident of Singapore, acts as its fiduciary and advisor to its board and shareholder.
Who can be assigned as a Company Secretary in Singapore?
- Singapore Citizens,
- Permanent Residents
- Holders of Employment Pass having local residential address or holders of EntrePass
Who Cannot Act as a Company Secretary in Singapore
- A sole director of Singapore private limited company cannot act as its company secretary.
- A debarred company secretary cannot take up a job as the company secretary.
Appointing the right Company Secretary
The company secretary is responsible for, the company’s registers, minutes book and electronic filings with the ACRA. It should be noted however, that ACRA considers it to be the duty of the directors of a company to take all reasonable steps to ensure that the company secretary has the requisite knowledge, experience and is capable of carrying out all duties required of a company secretary.
Before choosing a Company Secretary;
- A company’s directors need to cast votes and pass a resolution to appoint a company secretary.
- The appointee must show its willingness to take up the position by completing the Form 45B.
- Inform ACRA of the appointment of the company secretary. This filing is online using BizFile+ portal by Accounting and Corporate Authority (ACRA).
The ability of a company secretary to perform his/her duty is also dependent on how well the company secretary understands the company’s business. The burden is on the company to give the company secretary a good idea of what the company’s business is
Hence, it is generally advisable that directors opt for a professional corporate secretarial firm to perform this role and undertake to provide sound advice and ensure that all corporate actions performed by the company (i.e. such as a transfer or allotment of shares) are properly documented, filed and valid under Singapore law.
Duties of Company Secretary in Singapore
The main responsibility of the company secretaries is maintaining their organization’s statutory compliance towards ACRA. The range of duties that they are required to perform are as per below:
Company’s ACRA Filing
- Changes in the company’s directors, CEOs, Secretaries or auditors
- Annual return Changes in the company
- Changes in the share capital of the company
Maintain Statutory Registers for;
- Directors, Secretaries, CEOs and Auditors
- Directors’ Interests in Shares and Debentures
- Nominee Directors
- Substantial Shareholders
- Company Charges
- Debenture Holders
- Minutes book
Board of Directors’ Meetings
- Prepare and circulate info and documents
- Inform and advise directors on the topics of the meeting
- Endorse copies of the minutes of meeting
- Record minutes of the meeting
- Prepare resolutions
Annual General Meetings (AGM)
Every year, a Company has to hold an Annual General Meeting (AGM) with all directors, shareholders and company secretaries present. The management presents company’s accounts or financial statements to its shareholders and makes them aware of its financial status.
At the meeting, the shareholders can raise their concerns to the management and get their questions answered and it’s the company secretary duty to;
- Prepare and circulate notices of AGM to shareholders
- Consult the Chairman and prepare agenda for the AGM
- Prepare and circulate financial statements;
- Prepare and circulate Balance sheets
- Prepare and circulate the Director’s report as part of company’s statutory compliance
- Prepare and circulate Auditor’s report
- Ensuring the appointment of a proxy is as per company’s constitution
- Ensure proper voting on the resolutions put forth in the AGM
- Recording minutes of AGM in writing and getting them signed by Chairman
The company secretary also needs to take care of a few other things for their organisation. They are as follows:
- Safe-keeping and proper use of company seal
- Adequate insurance cover for the company
- Ensure the company’s name is on all of its business letters, notices and publications
- Advising and seeing to that the directors are discharging their statutory duties promptly
- Maintaining transparency and accountability in the working of the company
- Communicating with the shareholders on issues related to share transfer and allocation, dividend, AGM, EGM, etc
Roles of Singapore Company Secretary
- They communicate vital information to directors and increase their contribution to the meetings
- The company secretaries advise the directors in discharging their statutory duties to them in a timely manner
- They advise directors in managing the company
- They induct new directors following the company constitution and the law
Communicate with the Shareholders
- The company secretaries act as the intermediator to the company management and its shareholders
- They communicate important information to directors and increase their contribution to the meetings
- They regularly liaise with the shareholders and answer their queries
Company’s Main Compliance Officer
- A company secretary’s purpose is to ensure their charges’ statutory compliance.
- They also ensure that the company follows its constitution and proper corporate governance.
- They see to it that the company carries out its business activities in an ethical manner.
Fiduciary to the Company
- A company secretary must always act to protect the interests of the company as its fiduciary
- They need to put the company’s interest before their own and not seek any secret profit while carrying out their functions
- They must act within the law and perform their duties with care and diligence
- Uphold the confidentiality of the company’s information and trade secrets they may have to answer to the law for the negligence or breach of fiduciary duties
A company secretary in Singapore is not an idle position. These professionals take care of the organisation’s administrative duties and compliance. It enables the company’s management to focus fully on its products and services and customer satisfaction. It allows the management the mental space & time to come up with the right mix of strategies to ensure its growth and success