According to the existing laws in Singapore, a director may not perform double duty as the company secretary if the director is the company’s only one. However, if a company has more than one director, any of the directors may also serve as the company secretary.
Regarding the shareholders of the company, there are no legal restrictions that prevent any of them from serving as the company secretary.
Refer to this article, Requirements of Company Secretary in Singapore, for details on the roles, responsibilities, liabilities and requirements of a company secretary.
Snapshot of a company secretary’s responsibilities
The primary task of a company secretary is to assist in the general running of the company and ensure that the company’s directors and shareholders remain properly informed about all regulatory obligations.
Company secretaries are also to lodge and file all legally necessary documents, arrange for director and shareholder meetings, and provide legal and administrative support to the board of directors or to prepare for meetings.
After being appointed, a company secretary is granted the power to authenticate all of the company’s documents and formal proceedings. The company secretary may also be required to execute official documents with a company director under the common seal if the company secretary is not a director. When a company secretary issues certified copies of company resolutions alongside any one of the company’s directors, these copies are deemed to be evidence of the passing of these resolutions.
Company secretaries occasionally have to take on additional duties. These duties are usually dependent on the company secretary’s prior work experience and professional qualifications. They may include duties in fields as varied as human resource, finance, accounting, general administration, law, or general management, among others. These duties are generally specified in the company secretary’s employment contract.
Legal Requirements and Consequences
In Singapore, the criteria for being a company secretary depend on whether the company is a private limited company or a public company.
If the company is a private limited company, the company secretary must be at least 18 years old and a Singaporean citizen, Singapore permanent resident, or holder of an Employment Pass, EntrePass, or S Pass.
If the company is a public company, the company secretary must either have appropriate training as a lawyer or accountant or be a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators (SAICSA), Association of International Accountants (Singapore Branch), or Institute of Company Accountants, Singapore. These required qualifications are specified in Section 171 (1AA) of the Companies Act.
Singapore’s current laws also require the company’s board of directors to appoint the company secretary and decide what the secretary’s remuneration will be.
A company secretary is to be appointed within the six-month period immediately following the date of the company’s incorporation.
In certain situations where a company has failed to comply with the law, the company secretary may be held liable. This is because, according to the Accounting and Corporate Regulatory Authority (ACRA), company directors are to rely on company secretaries for advice on issues related to statutory compliance. Furthermore, company secretaries are to report all instances of non-compliance to the directors. Negligence in this regard can lead to the committing of major offenses.