If you wish to carry out charitable activities in Singapore, you have options to establish the institutions as either Public Company Limited by Guarantee, Society or Charitable Trust. A company secretary is needed regardless of which type of entity it is as it is a legal requirement here.

Yes, a company secretary is needed for a non-profit organization.

Does a Charity need Company Secretary

Non-profit Organization in Singapore

In Singapore, the law allows the establishments Non-Profit Organizations (NPO) and these establishments are usually dedicated for activities of social or public interest. The aims of these organizations are not to make profit, thus if there are surplus income, instead of distributing among its member, the funds will be instead used to further expand the organization and for its future activities. Oftentimes, NPOs are also known as Voluntary Welfare Organizations (VWO).

By setting up a non-profit entity in Singapore, the function is the same as a traditional organization and may also claim a tax exemption.

If you wish to carry out charitable activities here, you may opt either one of these 3 options.

  1. Public Company Limited by Guarantee
  2. Society
  3. Charitable Trust

Do note that you will still need a company secretary for any type of non-profit organizations and every company is obligated to appoint a secretary within 6 months after the incorporation.

 

Role of a Company Secretary

One of the major roles of a company secretary is to generally ensure that the charity complies with the code of governance.

The code of governance in the charity sector refers to the framework and processes related with handling of the overall direction, supervision, accountability and effectiveness of the organization.

As a charity, they are community organisations who works only for public benefits and are accountable to the public as well as other stakeholders. All charities are expected to follow and apply the principles and practices of governance and management which is listed in the code of governance, and this is where the presence of a company secretary is needed.

The secretary will oversee several things in the organizations which includes:

  • Making sure the charity is in line with the compliance guidelines, be in the best interest of the charity and be involved in the decision-making process of the management and as a Board member on policy matters.
  • Building good governance practices that increases transparency and accountability
  • Practising a strict control over financial matter of charity.
  • Making sure the charity remains solvent.
  • Ensuring all funds and assets are utilized appropriately, mainly focusing on the advancement and betterment of the charity.
  • Maintaining a proper management of the charity by making sure it is not opened to abuse and avoiding any conflict of interest.
  • Practising appropriate due diligence on partners, beneficiaries or donors.
  • Keep a clear and well documented dispute resolution process involving the charity.
  • Making sure the charity is with accordance to the legal act and regulations as well as other legislations which governs the charity activities.
  • Facilitate board meetings and council for voluntary, upkeep of all governing documents and charity commission and managing charity trustees

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Importance of a Company Secretary

A company secretary can be regarded as one of the key people who serves a crucial purpose in the operations of a business.  One of the legal requirements for public and private company in Singapore is to hire a secretary as per stated in the Companies Act. Not having a company secretary may results into non-compliance offence and you may end up paying hefty fines and penalties.

The company secretary will oversee the 2 major components of the company:

  1. Business and operational duties
  2. Legal and financial duties

Without a dedicated person to do certain formalities required, may result in the circumstances below:

  • Failure to create business resolution
  • Forgetting a critical step to validate any changes in the business
  • Incorrect year-end reports
  • Non-compliance offence to company law
  • No proper management of records