Can Foreign Company Secretary act as Singapore Company Secretary

In accordance to the Singapore Company’s Act and Accounting and Corporate Regulatory Authority, every company registered in Singapore must appoint a company secretary within 6 months from the date of its incorporation.

One of the major requirement is the company secretary must be a local residing in Singapore and he/she must not be the sole director of the company.

 

List of duties for a company secretary also includes,

  • Director’s resolutions in writing pertaining to opening of the Singapore corpotate bank accounts, registered office, interim dividend and loan facility,
  • Application for extension to hold the Annual General Meeting (AGM) of the company
  • Maintain the minute book of the AGM meeting
  • Submission of statutory returns with the Registra of Companies
  • Updating of statutory records
  • Monitoring the filing deadlines of the statutory returns with ACRA
  • General corporate secretarial consultation
  • Change of company name
  • Change of principal activities
  • Change of articles of the MAA
  • Filing of Financial report in XBRL format with ACRA

Thinking of incorporating in Singapore? Let’s get started.

E A S I E R • F A S T E R • B E T T E R

That said, the secretary may also be held liable for the company’s failure to comply with the regulations in certain situations. Therefore, it is important that the company secretary is familiar with Singapore’s law and regulations.

The secretary of a company must comply with section 171(1AA) of the Companies Act, which states,

 

In addition, it shall be the duty of the directors of a public company to take all reasonable steps to secure that each secretary of the company is a person who:

(a)On 15 May 1987 held the office of secretary in that company and continued to hold that office on 15 May 2003; or

(b)Satisfies such requirements relating to experience, professional and academic requirements and membership of professional associations, as may be prescribed.

 

A Registered Singapore Company Secretary must Possess at least one of the following Qualifications:

  • Been a secretary of a company for at least 3 of the 5 years immediately before his appointment as secretary of the public company, and
  • Qualified person under the Legal Profession Act
  • Public accountant registered under the Accountants Act
  • Member of the Institute of Certified Public Accountants of Singapore
  • Member of the Singapore Association of the Institute of Chartered Secretaries and Administrators.
  • Member of the Association of International Accountants (Singapore Branch).
  • Member of the Institute of Company Accountants Singapore

 

Basically, what we are saying is, a qualified company secretary from another country can act as a company secretary of a Singapore company only if (s)he is a legal Singapore resident.

This means (s)he has to either be a Singapore Permanent Resident, a Singapore Employment Pass holder or a Dependant Pass holder.

So if you want to incorporate a Singapore company, and you decide to use your own company secretary, and the both of you are not a legal Singapore resident, you must ensure that you and your secretary have the application of Employment Pass sorted out.

While waiting for the Employment Pass approval, we at Paul Hype Page will be able to act as your company secretary forehand, and will ensure a smooth transition of the change of secretary once your preferred individual obtains the required visas and documents.