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Singapore Company Secretary: Roles and Duties

Last modified: February 22, 2020
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Singapore Company Secretary Role and DutiesAs 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.

ACRA considers company secretaries as the officers of the company. They are responsible for its statutory compliance, streamlined operations and success. Let us see the requirements, duties, & role of the company secretary:

The locals, as well as foreign business owners, benefit by employing a registered filing agent to set up a business in Singapore. It is especially true for foreigners wanting to start a business in Singapore.

 

Key Facts about Singapore Company Secretary

  • Each new Singapore company has to employ a company secretary within 6 months of its date of incorporation
  • The appointee needs to be a natural person and Singapore resident
  • Board of Directors need to pass a resolution to appoint a company secretary
  • The appointee functions as the main compliance officer of the company
  • Singapore companies can also employ a corporate secretarial services provider for the purpose

 

Who can Act as a Company Secretary in Singapore?

Singapore Citizens, Permanent Residents and holders of EntrePass can act as a company secretary. These individuals are considered as the ordinarily resident of Singapore. The holders of Employment Pass having local residential address can also act in this capacity.

The appointee needs to have knowledge and expertise in dealing with the provisions of the Company Law. They should be able to take care of the company’s annual filing and statutory compliance.

 

Corporate Secretarial Qualification Requirements

Singaporean company secretaries of local and foreign-owned companies need to fulfil requirements given below:

  • Primary residence in Singapore
  • Worked as a company secretary of a company for at least 3 of the 5 years immediately before becoming the company secretary of the public company
  • A qualified professional under the Legal Profession Act (Cap. 161)
  • A CPA under the Accountants Act (Cap. 2)

Or a member of:

  • Institute of Certified Public Accountants of Singapore
  • Singapore Association of the Institute of Chartered Secretaries and Administrators
  • Association of International Accountants Singapore
  • Institute of Company Accountants, Singapore

 

Steps for Appointing Company Secretary

Appointing a company secretary is one of the pre-registration requirements of starting a company in Singapore. On the other hand, existing companies cannot let this post be vacant for more than 6 months.

Step 1:

A company’s directors need to cast votes and pass a resolution to appoint a company secretary.

Step 2:

The appointee must show its willingness to take up the position by completing the Form 45B.

Step 3:

Inform ACRA of the appointment of the company secretary. This filing is online using BizFile+ portal by Accounting and Corporate Authority (ACRA).

 

Who Cannot Act as a Company Secretary

  • 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.

 

Steps for Resignation of Company Secretary

If a company secretary wants to resign, it has to be done according to the following steps:

Step 1:

The company secretary submits his or her resignation letter.

Step 2:

The directors need to cast votes and pass a resolution to accept the resignation and remove the company secretary.

Step 3:

File changes in the company secretary to ACRA using BizFile+ portal within 14 days from the date of resignation.

 

Steps for Removing Company Secretary

Sometimes it is in the interest of a company to remove the company secretary. If the company secretaries refuse to cooperate and resign on their own, the company can forcibly remove them. The steps are as follows:

Step 1:

The directors must cast their votes and pass a resolution to remove the company secretary.

Step 2:

Use BizFile+ to file the changes in the company secretary to ACRA within 14 days of the date of removal.

 

Duties of Company Secretary in Singapore

Securing their organization’s statutory compliance is the main responsibility of the company secretaries. They need to perform a range of duties to ensure it. These are detailed as follows:

Company’s ACRA Filing

They oversee or initiate all filings with ACRA like;

  • 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

They must regularly update the company’s statutory registers like that of:

  • Substantial Shareholders
  • Company Charges
  • Directors, Secretaries, CEOs and Auditors
  • Nominee Directors
  • Directors’ Interests in Shares and Debentures
  • Controllers
  • Debenture Holders
  • Minutes book

 

Board of Directors’ Meetings

  • Inform and advise directors on the topics of the meeting
  • Prepare and circulate info and documents
  • Record minutes of the meeting
  • Prepare resolutions
  • Endorse copies of the minutes of meeting

 

Annual General Meetings (AGM)

AGM is an important event in a company’s yearly cycle.

  • 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.

The company secretary needs 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
  • 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
  • Communicating with the shareholders
  • Advising and seeing to that the directors are discharging their statutory duties promptly
  • Maintaining transparency and accountability in the working of the company

 

Roles of Singapore Company Secretary

  • The company secretaries advise the directors in discharging their statutory duties them in a timely manner
  • They communicate vital information to directors and increase their contribution to the meetings
  • 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 go-between the company management and its shareholders
  • They communicate vital information to directors and increase their contribution to the meetings
  • They regularly communicate 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.

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