What Is A “Corporate Secretary” And How Should You Navigate Around

Having a company secretary has become a legal requirement for all companies established in Singapore. Furthermore, it is undeniable that company secretaries play an essential role in running a business.

Therefore, planning to appoint a secretary for the business is a must if you are going to open your own company in Singapore. With that being said, BBCIncorp will provide you with an insight into who can be a company secretary in Singapore as well as what their role and responsibilities are.

Roles and Responsibilities of Company Secretary in Singapore

Roles

In general, a company secretary has two main roles:

Administration

Company secretaries need to excel at management in order to lighten the burden of business administration on the company’s director(s). They ensure that all the relevant obligations are met within specific deadlines, so that the business does not violate any law, which can result in severe punishment. Also, in respect of meetings, the secretaries make sure all meetings run smoothly by well-preparing everything in advance, including notices, agenda, and minutes. This allows director(s) to have more time to focus on what really matters, making decisions for example.

Advisory

Company secretaries can give advice to the directors throughout the process of informing and giving insight into the latest news or schemes from the government agencies. Furthermore, their advice can also help the directors to make necessary changes when identifying any non-compliance.

Responsibilities

To fulfill such roles, it appears to be the case that a company secretary takes on a wide range of responsibilities:

• Filing and updating with ACRA the following:
  • Filing of annual accounts and any other requirements
  • Any particulars and status change of the company or the directors
  • Amendments to the company’s constitution
  • Transfer of shares
• Maintaining and updating documents such as:
  • Statutory registers of the company
  • Minutes books of meetings
  • Annual reports and company accounts
• Organizing Board meetings and Annual general meetings:
  • Preparing notices and agenda
  • Taking meeting minutes
  • Distributing reports
• Other additional responsibilities:
  • Maintaining relations to shareholders or other regulatory bodies
  • Ensuring safekeeping and proper use of the company seal
  • Making sure all relevant business correspondences bearing the company name and identity number (UEN)
  • Giving advice to implement good governance good practices
  • Others that may be specified in the contract

What authority does the company secretary have?

The company secretary of a Singaporean company wields significant power and authority. They are responsible for ensuring that the company complies with all statutory requirements, and they also play a key role in corporate governance.

As the officer responsible for compliance, the company secretary must keep abreast of all changes to Singapore’s Companies Act and make sure that the company adheres to these new requirements. They are also responsible for maintaining the company’s registers and records, and ensuring that annual returns are filed on time.

In terms of corporate governance, the company secretary is often seen as the “conscience” of the board of directors. They are responsible for ensuring that board meetings are properly conducted, and they may also be required to provide advice on matters of corporate governance.

The company secretary is a vital role in any Singaporean company, and they are vested with significant power and authority. If you are thinking of setting up a company in Singapore, it is important to appoint a competent and experienced company secretary to ensure that your company complies with all statutory requirements and enjoys good corporate governance.

Importance of Appointing a Company Secretary

Legal requirement for company establishment

According to ACRA, as a compliance requirement in Singapore, every local company must appoint at least one secretary for their business. Section 171 (4) of the Companies Act also regulates that the office of secretary shall not be left vacant for more than 6 months at any time. In other words, if you want to do business in Singapore, company secretary is legally a must.

Statutory Compliance fulfillment

Furthermore, a company secretary ensures your business staying complaint with the yearly requirements from the Singapore authorities such as ACRA and IRAS. Having a good company secretary is extremely important especially to large business entities namely public companies.

Due to the large operation scope of these organizations, statutory compliance is usually of great complexity. For instance, more paperwork needed to be done with precision when holding an Annual General Meeting for a larger number of shareholders or when filing reports with more transactions. Therefore, appointing one or even more secretaries is crucial for large organizations not to make unwanted mistakes, which can result in severe penalties, in course of their operation.

Connection

Since company secretaries deal with government agencies on a fair frequency, they act as a connection between the business and the Singapore government. Due to the same reason, a company secretary shall keep your company up-to-date with the newest government regulations as well as the latest beneficial schemes. Moreover, company secretaries are important because they also play the role of a communication channel between the directors and shareholders.

Requirements for a Company Secretary in Singapore

The provision on company secretary is mainly regulated by Section 171 of the Singapore Companies Act. Overall, a company must appoint at least one secretary meeting the following criteria:

• Being a natural person
• Having principal place of residence in Singapore
• Not being debarred under Section 155B by the Registrar
• Not being the sole director in case of a company having only one director

For public companies, the Act states that it is the duty of directors to take all the necessary steps to ensure that each of the appointed secretaries meets the criteria regarding experience, academic requirements and membership of professional associations. So, under this circumstance, it would be appropriate for you to pick a lawyer, an accountant or even a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators (SAICSA) to take on such position.

As for private companies, any individual whose residence is in Singapore may qualify to be a secretary. However, Section 171 (1AB) does regulate that if the company is reasonably believed to be non-compliant with any of the Act provision, the Registrar may require that private company to pick a person who satisfies the criteria regarding experience, academic requirements and membership of professional associations (same as public company), as may be prescribed.

According to Section 171 (1A), it is underlined that a company secretary is asked to “have requisite knowledge and experience to discharge the functions of secretary of the company”. If you do not know any qualifying person in your business or within your reach who is capable of taking the responsibility, it is advisable to go for a Company Secretary Services from a legit third-party provider in Singapore.

How to Change Company Secretary in Singapore

There are many circumstances under which you want to appoint a new secretary for your company, like bad performance, lack of professionalism or high-charged fees. The process of changing comprises two parts:

Resignation Procedure

• Former secretary signs the resignation form
• The directors pass the board resolution, accepting the resignation
• The company informs ACRA within 14 days
• The company takes over all related statutory records in charge by the Secretary

New Appointment

• The directors pass the board resolution to appoint a new company secretary
• New secretary signs the form 45B as consent to take on the position
• The company informs ACRA the new secretary’s details

Conclusion

Company Secretary in Singapore is a legal requirement for establishing a business in the city-state. In general, a corporate secretary can be any natural person whose residence is in Singapore, but must have enough knowledge and experience to function as a secretary.

The responsibilities of a secretary may vary but mainly filing with Singapore authorities to stay compliant, maintaining and updating necessary documents as well as organizing meetings. You can also change a company secretary for good reasons by following the simple 2-part process: approving resignation and making a new appointment.