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.
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 (AGMs, *EGMs, ARs, updated registries and company information etc)
And 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.
*EGM, Extraordinary General Meeting
*IRAS, Inland Revenue Authority of Singapore
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
Liaison-role to the shareholders
Due to their close relationship with the board, the company secretary is the first point of contact for shareholders who wish to communicate with the company. Therefore, the company secretary should maintain regular contact with the shareholders to ensure that their interests are heard by the board of directors.
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:
Ensure there is no conflict of interest with the company.
Not act beyond the authority provided by law.
Carry out their duties with care and diligence.
Not make any secret profit in the course of carrying out their functions.
Not reveal confidential information or trade secrets of the company.
Duties of a company secretary
The description below provides a non-exhaustive list of the duties of a company secretary:
At least one of those secretaries shall be present at the registered office of the company by himself or his agent or clerk on the days and at the hours during which the registered office is to be accessible to the public.
ACRA related filings including filing notices of appointment, removal, and resignation of directors, CEOs, company secretary or auditors, preparing and filing annual return filings, filing changes in company name, share capital etc.
Maintaining statutory registers including register of, Substantial Shareholders, Company Charges, Directors, Secretaries, CEOs and Auditors, Nominee Directors, Directors’ Interests in Shares and Debentures, Controllers, Debenture Holders.
Annual general meetings, prepare and distribute necessary documents, prepare and distribute financial reports, record meeting minutes, prepare board resolutions, certify copies of minutes etc.
Other duties including ensuring the safe custody and proper use of the company seal, certifying true copies of documents etc.