This company secretary must be a Singapore citizen or permanent resident, or a holder of one of the qualifying passes. According to Section 171 (1AA) of the Companies Act, a company, whether a private limited company or public company, must appoint at least one company secretary within six months of the company’s incorporation. Corporate secretarial services may also be employed. The following paragraphs will detail both the legal responsibilities to be performed and potential liabilities that could be suffered by a Singapore company secretary.
Legal Responsibilities of a Singapore Company Secretary
In Singapore, no legislation explicitly defines the duties and responsibilities of a company secretary. Despite this fact, the company secretary handles all the company’s reporting and administrative functions. Some of these functions are required by law.
Ensure the company is compliance with all relevant regulations
One of the company secretary’s legal responsibilities is to keep the company compliant with all relevant regulations. This can be done by communicating with the company directors to ensure that all regulatory obligations have been fulfilled. The Singapore Companies Act mandates all companies be compliant with the regulations set by the Accounting and Corporate Regulatory Authority (ACRA) and the Inland Revenue Authority of Singapore (IRAS).
To be compliant with ACRA, a company must file accounts, directors’ reports, and audited reports on time. However, if the company has 20 or fewer shareholders, no corporate shareholders, and S$5 million or less in sales turnover, the company does not have to file an audited report. ACRA also requires companies to file annual returns and financial statements punctually. Each of these legally required filings must be overseen by the company secretary.
Attend Company’s AGM
Another aspect of compliance with ACRA involves the company’s annual general meetings (AGMs). ACRA, as well as the Singapore Companies Act, requires all Singapore companies to hold an AGM (Annual General Meeting) once every calendar year or within the 15-month at once following the company’s most recent AGM (Annual General Meeting). The date which is earlier will be used. In the case of companies that have recently been incorporated, they must hold their first AGM (Annual General Meeting) within 18 months (about 1 and a half years) of the company’s incorporation. AGMs involve discussions of reappointment of auditors; approval of directors’ reports, auditors’ reports, and directors’ fees, remuneration, and emolument; declaration of dividends; and any other business transactions worth mentioning. If necessary, directors will also be re-elected. AGMs are to be arranged by the company secretary. Such meetings are to be arranged in a manner that complies with both the Companies Act and the company’s constitution.
Ensure the company meet IRAS’s filling requirement
All Singapore companies must also be compliant with IRAS. This is to be done by making the required filings. Such filings must be made by active and dormant companies alike. The filing requirements mandated by IRAS include estimated chargeable income, tax returns, a financial report, accounting records, and an audited report. Estimated chargeable income is to be filed within the three-month immediately after the end of the company’s financial year. Even companies with zero income must make a filing. Their filings will state income as “nil.”
Accounting records must include a balance sheet, an equity statement, a profit and loss account, and a cash flow statement. These records must be kept for five years. Tax returns are due on November 30 of each calendar year. Financial reports are to include various financial statements related to the company, its operations, and its shareholders’ and directors’ interests. Audited reports are to be submitted by companies with 20 or more shareholders, a corporate shareholder, or S$5 million or more in sales turnover. Once again, the company secretary is to oversee and act accordingly for each of these requirements.
Ensure that the company fulfill all the general statutory compliance requirements
Company secretaries must also ensure that the company has fulfilled all the general statutory compliance requirements. Fulfilling these requirements will both protect the company’s reputation and prevent any penalties or legal repercussions from being imposed on the company.
Some of these requirements include notifying the relevant authorities of any changes related to the company’s shareholders, officers, and share capital on time; registering for the Goods and Services Tax (GST) if the company has a minimum of S$1 million in annual taxable revenue; and registering for a Central Registration number. Company secretaries also must give support to the board of directors about legal and administrative issues. One other responsibility is to remain informed and updated about all relevant changes and developments having to do with regulatory and statutory obligations. All these legal responsibilities must be underlined by constant effective communication with the company’s shareholders.