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A company secretary bridges the gap between the authority and the organization. Given the extensive role that a company secretary plays in a company, a reliable and trustworthy secretary will ensure all various legal aspects of the business are taken care of

Be it a public listed company or a private limited company, a company secretary must be present in all types of companies in Singapore . Not necessarily a company secretary must be available right after the company incorporation but must be appointed within 6 months from the date of setting up the company. This requirement is mandated by the Accounting and Corporate Regulatory Authority (ACRA) for all registered companies in the Republic.

This appointed secretary should be secured from within Singapore, which means that he or she must be a citizen or permanent resident. The company secretary should not necessarily be someone of legal background, and if the company has several directors, one of them can be appointed as the secretary. However, if the company has only one director, this means you will need to appoint another individual to be the company secretary.

There are variety of business organizations types that may be registered in Singapore and a company secretary is required for both public listed and private limited companies. Although there are no stringent requirements mandated for the private limited companies, there are some legal  that should be met for secretary appointed by public listed companies.

In legal terms, the company secretary is obligated to abide by the Companies Act and according to Section 171 of the act, the eligible secretary must at least meet one of the following requirements:

  • If an individual is chosen to be the company secretary of a public company, he or she is required to have at least a 3 to 5 years of experience being a company secretary prior to the actual appointment.
  • If an individual is to be appointed as the secretary of a public company, he or she should be a qualified person under the Legal Profession Act.
  • The individual is a public accountant as per the Accountants Act.
  • The individual is a member of the Singapore Institute of Certified Public Accountants.
  • The individual is a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators.
  • The individual is a member of the local branch of Association of International Accountants.
  • The individual is a member of the Association of International Accountants within the country of Singapore
SG Company Secretary

Responsibilities of a Company Secretary

The primary responsibilities of a company secretary are all about the paperworks. They act as a compliance officer of the company and is required to make sure that the company complies with all its legal obligations. Generally, a company secretary carries several roles and responsibilities within the company, and involving both the government and company shareholders, which is why it is of great importance that they are aware of the potential liabilities as an officer of the company. The core duties of a company secretary involve matters as follows:

  1. Corporate governance matters
  2. Compliance and regulatory matters
  3. Director, officer, and shareholder matters

Given the extensive role of this position, the company secretary covers a variety of responsibilities.

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

Filings with ACRA

One of the key responsibilities of the company secretary is to make sure that all information within the corporate office are recorded and kept effectively. Typically, the secretary handles all the filing work with ACRA on behalf of the company.  The filing work include filling any reports of changes in the share capital or administration that are found to be significant or substantial. This should be handled based on the strict guidelines set. For example, the company secretary will need to notify within 28 days if there are new shares allotted.

Along with this, the company secretary is in charge with any issues related shares such the handling the registers of shareholder as well as managing any complications during transfer of shares. Any compliance work related to ACRA, will be dealt by the secretary and he or she will need to make sure that the company adhere to the stipulated deadlines.

The company secretary is obligated to notify ACRA through documents for any changes such as new appointment, resignation or death of company officers. Basically, any updates related to the directors’ particulars or any amendments to the company institution need to be updated and filed accordingly. ACRA will also need to be notified in case there is a change in the name of business.

Company Meetings 

It is compulsory for the company secretary to attend all company meetings including meetings with directors and shareholders. Not only that, the secretary is the one responsible to prepare the agenda for the Annual General Meetings (AGM) and board meetings. In these meetings, company secretary will be in charge of recording the meeting minutes and in some cases, the secretary may also assist the chairman or directors with the meeting conduct.

During the meeting, the secretary will distribute financial reports of company and if any resolutions are discussed, the secretary will be the one who prepares the resolutions for directors.

Advisory Role

A company secretary also takes up an advisory role in the company despite not having any legal requirement for them to possess any formal qualifications since they are often well versed with extensive knowledge of the law and a thorough understanding of the compliance frameworks. As such, company secretaries are trusted to interact and act as a communication channel for the shareholders and directors.

During this time, company secretaries provide the directors and shareholders with key information and strategies for the company along with any necessary aid in decision making process. Using the advices from the company secretary, it will ensure that the company complies with the guidelines and regulations of legal frameworks in Singapore.

Not only limiting to that, company secretaries are also required to notify directors on any changes or updates on the law and making sure the company remains compliant.

Importance of a Company Secretary

Given all the responsibilities and duties undertaken by the company secretary, it is evident that the secretary handles majority of the administrative tasks and duties related to legal compliances which are necessary to help the company function productively.

Company secretaries are solely responsible in ensuring that the company is legally compliant with the regulatory boards like ACRA. It is indeed not an easy task to conform to ACRA and they will need to make sure deadlines are met to a high level of punctuality.

A good company secretary will be able to provide the company with advice as to what proper procedures should be with regards to any agreements, corporate governance, investments and shares, or any other issues that the company may have whilst conducting its business in Singapore. A good secretary who is regularly updated on any new government schemes will likewise keep the business running for a long-term.

Thus, it is only practical that the position of a company secretary is filled by someone who can handle all the requirements and responsibilities and it is a viable option to seek the services of a professional corporate secretarial services.

Company Secretary Responsibilities FAQs

Is the company secretary and corporate secretary the same?2021-01-04T16:12:41+08:00

No, a corporate secretary manages all the administrative tasks of a company whereas a company secretary serves as a legal advisor for a company.

Is Company Secretary mandatory in Singapore?2021-01-04T16:12:19+08:00

Yes, every company needs to appoint a company secretary in Singapore.

What does ‘company secretary’ mean?2021-01-04T16:11:54+08:00

A company secretary is usually appointed by a director or director of a company. His primary duty is to take on some of the directors’ responsibilities and to reduce their workload. They can prove to be useful in ways such as maintaining and filing statutory registers and company records. Assisting the directors when needed is also the job of the Singapore company secretary.

Must the Company Secretary a local resident of Singapore?2021-01-04T16:11:00+08:00

Yes, the company secretary must be a local resident of Singapore

2021-02-02T10:52:40+08:00July 21, 2015|0 Comments
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