Once your business is fully set and incorporated in Singapore, the next thing you need is a company secretary to help you achieve your business goals and objectives. The company secretary act as a compliance officer which will help your company comply with the regulatory authorities of Singapore.

There are four major stakeholders that make up a private limited company in Singapore which include the directors, the shareholders, the auditors and company secretary.

What are the Core Duties of Company Secretary?

After Incorporating a Company

As enacted in the Singapore Companies Act Section 171, after a company has been incorporated in Singapore, the next step is to appoint a company secretary and it should be done within 6 months after the incorporation. This appointed corporate secretary should be a resident of Singapore, which can be either a citizen or permanent resident.

It is possible for a director of the company to become the company secretary, but this is only if the company has more than one director. If the company only has one director, you are required to engage another person to be the corporate secretary.

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Responsibilities of a Company Secretary

A company secretary takes on a wide job scope which also includes legal compliances pertaining to the company. The company secretary is primarily in charge of all the administrative and reporting functions that are mandated by the law. Typically, corporate secretary act as a compliance officer and they provide assistance to the company directors to ensure the company meets all the regulatory obligations and relevant legislations, and eventually achieve the set business goals and objectives.

From preparing reports, filling and updating company information on ACRA to preparing the agenda for the Annual General Meetings (AGM) for the CEO, the company secretary has myriads of functions to support. The core duties of a company secretary are as follow:

  • Statutory Compliance with ACRA: updating and filing the company’s annual returns account within stipulated time and maintaining any necessary registers such as share transfers notice, notice of appointment/resignation/death of company officers, changes to company name or registered office address, and any relevant regulatory requirement by ACRA.
  • Board Meetings: organizing company’s board meetings and facilitate any formal decision-making process of company.
  • General Meetings: arrange the agenda for the Annual General Meetings (AGM) in accordance with the Companies Act and company’s constitution.
  • Duties affiliated with shareholders: Administer share transfers, share allotments and dealing with matters related to shareholding and queries from shareholders.
  • Duties affiliated to non-executive company directors: Act as the main channel of communication and information for them.
  • Corporate Governance: Supporting the company directors by implementing valuable corporate governance practices within the company.
  • Company Seal: Making sure company seal is in safe custody and ensure proper use of it.
  • Company Identity: Make certain that all company letters, business documents or notices, or official publication of the company carry the company’s name and unique entity number.
  • Overseas Operations: Supervise and oversee the establishment of any overseas operation of the company with accordance to laws, legal requirements and proper procedure.
  • Acquisitions and disposals: Make sure all acquisitions, mergers, restructuring and amalgamations are carried out corresponds with the company’s best interests in mind.

Role of a Company Secretary

Generally, the company secretary plays these 3 major important roles within the company:

-      Administrative role

-      Advisory role

-      Fiduciary role

Importance of a Company Secretary

Given the multitude of functions carried by the company secretary of a company, finding a trustworthy and competent company secretary is crucial to your company and business.

A company secretary deals with all legal compliance of the company, hence a failure to carry out these duties will result in severe consequences for the company. So, by not adhering to these compliance and reporting duties which are mandated by the law, is the same as breaking the law. Bear in mind that a failure to do this will cost a you a lot along with penalties such fines, imprisonment and even removal of a director. Therefore, a company must appoint a company secretary to sustain the business for long-term.

To conclude, company secretaries are indeed an important element of a company as they are responsible for the smooth running of the business along with upholding the company’s integrity in the legal and compliance radar.