WHAT YOU NEED TO KNOW ABOUT SINGAPORE COMPANY SECRETARY

Did you know that it is mandatory for every Singapore company to appoint a company secretary within 6 months from the date of incorporation according to the Companies Act? Here are some important notes for you regarding corporate secretarial in Singapore.

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DUTIES OF A COMPANY SECRETARY IN SINGAPORE

Run your business seamlessly with our dedicated company secretary assigned to your business. Our Singapore company secretary service empowers you to keep your mind focus on growing your business. Our Singapore company secretary services include:

Role of Singapore Company Secretary
  • Annual General Meetings (AGM)

  • General Meetings

  • General Compliance
  • Statutory Returns
  • Report & Accounts
  • Share Registration
  • Shareholder Communication

  • Shareholder Monitoring
  • Share & Capital Issues, Transfers & Restructuring
  • Company Seal
  • ACRA Compliance Alerts & Reminders

Here are other duties of a company secretary in Singapore:

  • 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.
SG corporate secretaries

ROLES AND RESPONSIBILITIES OF A SINGAPORE 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.

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.

As a precursor to a company secretary’s administrative role, he/she advises company directors on how to fulfil 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

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.

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.

POWERS OF A COMPANY SECRETARY IN SINGAPORE

The powers of the company secretary lie 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:

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Bank account opening
The bank would require a certified copy of the company’s resolution, usually jointly signed by a director and company secretary.

Obtaining bank loans
Officers will require certification of company documents such as a constitution or resolution and affixing of the common seal.

Annual statutory audit
Auditors will request company secretaries to certify the records of a company’s minutes book for their annual statutory audits.

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CHECK YOUR AGM & ANNUAL FILING DUE DATE

Enter your company name to generate the dates for your AGM and annual filing.

Name:
UEN:
Annual Return:
Annual General Meeting:
  • Current year AGM due date:
  • Current year Annual filing due date:

PROCEDURE TO APPOINT AND REMOVE A COMPANY SECRETARY

When you dedicate to engage company secretary services, the procedure to officially appoint the new corporate secretary and remove the existing one is as follows:

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