Singapore Corporate Secretary Services

1. High possibility of enforcement actions due to late filing submissions

There will be late lodgement fee and court prosecution against companies and directors for annual return filing breaches. If the company has a history of not holding the Annual General Meeting (AGM) and not filing the annual return (AR) or compounded multiple breaches before, directors are prosecuted in court.

2. Other types of penalizing actions directors have high exposure to:

Failing to provide updated information to stakeholders;

Not calling for an extraordinary general meeting after the passage of any resolution etc

Quoted from Section 171 (1AA) of the Singapore Companies Act and The Accounting and Corporate Regulatory Authority (ACRA), here are key takeaways:

1. It shall be the duty of the directors of a company to take all reasonable steps to secure that each secretary of the company is a person who appears to them to have the requisite knowledge and experience to discharge the functions of secretary of the company.

2. A company must appoint a secretary within 6 months from its date of incorporation. A company secretary must be:

• A natural person;
• Local resident in Singapore (Singapore citizens, Singapore Permanent Residents (PR) and foreigners holding specific work visas).

3. Private limited companies need not appoint a professionally qualified secretary. Only public companies must appoint a professionally qualified secretary (e.g. lawyers, accountants and chartered secretaries).

4. Every company shall have one or more secretaries

Attention: The above 2 clauses allow persons who are not familiar with the Singapore Companies Act to act as company secretaries. Consequently, company secretary duties are not performed in entirety. Penalties incurred from late filing of AGMs and ARs, changes in company information are not updated in ACRA accordingly, proper registries are not maintained, etc.

This might affect certain operational procedures like providing inaccurate information to banks when applying for loans.

Thus, it is highly encouraged to hire a qualified service provider to act as the company secretary.

5. The position of company secretary must not be left vacant for more than 6 months.

6. Where a director is the sole director of a company, he shall not act or be appointed as the secretary of the company.

Yes, Singapore companies may appoint more than one company secretary if required. There is no mention in the Companies Act that prohibits the number of company secretaries allowed.

The possible reasons why some companies hire multiple company secretaries are that the corporate secretarial workload may be too many for one to complete or if there is an urgent requirement for all the corporate secretarial tasks to be completed by a certain deadline.

The role of a company secretary is crucial as they perform important tasks for the company, the directors, and shareholders. They help companies by:

• Fulfilling of all statutory obligations
• Practicing of proper corporate governance
• Protecting of the company’s corporate interests
• Advising directors on important business matters
• Providing any necessary practical support

Occasionally, they would share relevant information with the company’s directors, assisting them to be more active and engaged during board meetings.

The cost of a company secretary in Singapore is $600 if you engage us as an existing client.

Professionally qualified corporate secretaries must fulfil at least one of the following criteria:
• 3 – 5 years’ experience as a Company Secretary
• Qualified person under the Legal Profession Act
• Public accountant under the Accounts Act
• Member of the Singapore Institute of Certified Public Accountants
• Member of the Singapore Association of the Institute of Chartered Secretaries and Administrators (SAICSA)
• Member of the local branch of Association of International Accountants
• Member of the Institute of Company Accountants Singapore

A company secretary in Singapore should:

• Be well-versed with Singapore company law – Singapore Companies Act and ACRA
• Possess appropriate qualification and experience – Up to date towards recent statutory corporate governance and compliance requirements.
• Have adequate organisation and administrative skills – Handling of company’s official documents and registers, filing matters, and are responsible to file any statutory changes and updates of changes in capital share structure and many others.
• Possess financial analytics skills – It comes handy in supervising the company’s share allotments, reviewing the financial statements and reports, as well as vetting the tax assessments.