Procedure to Appoint and Remove a Company Secretary
Procedure to appoint a company secretary
Step 1: The secretary or secretaries shall be appointed by the directors
Step 2: Company secretary to complete Form 45B, a consent to act as a secretary.
Step 3: The company to file an appointment of company secretary with ACRA via BizFile
Procedure to remove a company secretary
Step 1: Resigning company secretary must submit a resignation letter.
Step 2: The board of directors must pass a board resolution accepting the resignation and removing the company secretary from their position.
Step 3: The company must file a cessation of company secretary with ACRA via BizFile within 14 days of the resignation.
Powers of a company secretary
The powers of the company secretary lies in their signature as certification of documents. Since the company secretary is recognised as the key person who maintains the records of the company, certification of company documents by the company secretary is generally accepted.
The powers are limited in a way that the company secretary’s signature can be replaced by other lawyers, accountants, or the company director. Otherwise, the certification procedure would require joint signatures of both director and company secretary.
Situations where a company secretary’s signature is required:
The bank would require a certified copy of the company’s resolution, usually jointly signed by a director and company secretary.
Auditors will request company secretaries to certify the records of a company’s minutes book for their annual statutory audits.
Officers will require certification of company documents such as a constitution or resolution and affixing of the common seal.
Roles and responsibilities of a company secretary
The company secretary is an officer of the company, an advisor to the board, the main liaison between the shareholders and directors, and the main compliance officer.
1. Administrative role to the company
The is the primary role of a company secretary. As the critical business logic- contracting, clearing, settling, and record-keeping tasks that are foundational to all forms of business.
This includes the following:
Ensuring company compliance with ACRA (board meetings, AGMs, EGMs, ARs, updated registries and company information, etc.)
Compliance with IRAS (stamp duties, tax filing deadlines etc.)
Administrative tasks from changes in shareholdings, directorship, company profile etc.
Some may provide assistance on operational matters like how to open a bank account, do you need a license to operate etc.
2. Advisory role to the directors
As a precursor to a company secretary’s administrative role, he/she advises company directors on how to fulfill their statutory duties and remain compliant with the Singapore Companies Act. This includes the following:
Providing guidance on proper corporate governance and ethical business practices
Advisory on directors duties in relation to financial reporting to ACRA
When to prepare for annual compliance filings (AGM, AR, Tax etc) to avoid late submission
How to introduce new directors and shareholders
3. Liaison-role to the shareholders
The company secretary is the first point of contact for shareholders who wish to communicate with the company and should maintain regular contact with the shareholders to ensure that their interests are heard by the board of directors.
4. Fiduciary role to the company
In the case of negligence or breach of fiduciary duties, the company secretary can be held liable. Serving in the best interest of the company, company secretaries are expected to:
Duties of a company secretary
Here is a non-exhaustive list of the duties of a company secretary:
Engaging your company secretary in Singapore
As outlined above, it’s clear that making the right choice for your company when it comes to company secretary is important. Choosing an ineffective and unreliable company secretary may cause blips in your business operations and potentially financial costs incurred for failing to comply to the latest regulations or filings.