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.