Every Singapore company is required to have at least one company secretary in order to be in compliance with the country's statutory regulations. The company secretarial role is one of the most important in the company. Of course, there are also certain requirements to be fulfilled by anyone who intends to be hired as a company secretary in Singapore.
Contrary to the name of the position, the functions of a company secretary are neither clerical nor secretarial as one might think. In a Singaporean company, the company secretary has the responsibility of ensuring the efficiency of administration of the company. The company secretary in Singapore ensures that the companies are compliant with statutory regulations as the government authorities require. Furthermore, the company secretary is tasked with ensuring that the decisions made by the board of directors makes are completely and thoroughly implemented. The role and importance of a secretary in a company have changed over time and may sometimes depend on the needs of the company. Therefore, every company in Singapore must choose a company secretary carefully.
Every private limited company in Singapore is legally required to appoint at least one company secretary. A company secretary is among the four critical figures of a Singaporean company; the others are the company’s directors, shareholders, and auditors. Therefore, they are also essential in the company’s key holders and largely contribute daily operations and management of a company. The possession of a company secretary is not the only legal requirement of Singapore related to company secretaries. Not only must every Singaporean company have at least one secretary, at least one of the company secretaries must also be a resident of Singapore. Another condition is that a company secretary must be a natural person. This means that the secretary must be at least 18 years old. A company secretary can be appointed from one of the company’s directors if the company has more than one director. A person who has ever been disqualified from managing a Singaporean company must not be re-appointed as the secretary of the company. It is the responsibility of a company’s directors to appoint the secretary of a company as well as define the terms and conditions under which the company secretary is to work. Before the company secretary is appointed, a form certifying the secretary’s consent to work with the company about to appoint them as secretary must be signed by the secretary.
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The company secretary is obliged to maintain and update statutory registers such as the register of substantial shareholders. It is usually the responsibility of a company secretary to ensure that the company is compliant with all the legal statutory requirements as required by the Companies Act. Company secretaries are also to maintain the annual accounts and ensure that all the dividends are duly paid. Secretaries must always keep the debentures registers. Other statutory registers to be maintained by the company secretary of a Singaporean company include those related to the company’s charges, substantial shareholders, controllers, debenture holders, and nominee directors. The company secretary is also in charge of the register of CEOs, directors, auditors, and secretaries while also being tasked with maintaining the company’s minutes book.
The administrative roles are the primary roles of a company secretary. Among the most important of these roles include being is that of managing any ACRA-related compliance work such as helping the company complete its annual tax return filings punctually.
The company secretary is also responsible for preparing the meeting agendas for annual and extraordinary general meetings as well as preparing the minutes of those meetings. The secretary of a company is also responsible for the management of the company shares as well as the issue or transfer of such shares. It is also the responsibility of the company secretary to maintain the registers of the shareholders. Also, the secretary of a company is to advise the directors on the issues which are to be discussed during the board meetings. Company secretaries are responsible for the preparation of the board resolutions as well as the certification of the copies of the minutes in those meetings.
The other less known but equally vital role of a company secretary is the fiduciary role. The fiduciary duties require that a company secretary ought to work in the best interest of the company while also avoiding the disclosure of any potential conflict of interest within the company. While carrying out the fiduciary role, company secretaries are to always adhere to the company’s regulations.
The secretary of a company should have extensive knowledge about the company and the legislative requirements related to the company. Therefore, their advice is essential and should be regarded accordingly. The secretary of a company is expected to work with the shareholders and directors of the company in order to suggest strategies and decisions to be made as well as discussing other legal matters.
It is evident that the secretary of a company plays critical roles in the administration of a company in order to facilitate its proper operation. Therefore, company secretaries have a significant say within the company’s administration, legal issues, and other general day-to-day operations and management of a company.
However, selecting a secretary might be challenging if you are not sure of the requirements and qualifications which should be possessed by one. Besides, it is vital to note that the position of a secretary in a company is a legal requirement. Thus, selecting a suitable person for the role will enable the company to operate smoothly. We at Paul Hype Page & Co will assist you with your problems in this regard by selecting a suitable person for this crucial role. You will not have to be worried about the minor details involved because the person we select will be one who is qualified and capable.