A Corporate Secretary/Company Secretary is one of the key officers in a Singapore company because he/she acts as the head administrative officer who ensures that your company complies with the relevant legislations and regulations. He/she also keeps the Board Members up-to-date with their legal responsibilities in the company.
According to Section 171 of the Companies Act, all newly incorporated businesses in Singapore must fulfil a key requirement of appointing a Corporate Secretary who must be a Singapore resident within six months from the date of their incorporation.
The Singapore Company Law defines the legal framework within which the secretary and the directors must operate. If your company has only one director, he/she cannot act as a Corporate Secretary. However, if your company has more than one director, one of them comfortably fill that position.
Appointment Criteria of a Corporate Secretary
In Singapore, the appointment of Corporate Secretaries is made by the board of directors of your company within 6 months of incorporation. In the same way, you must ensure that the position of a Corporate Secretary does not remain vacant for more than 6 months in case of dismissal, termination or resignation.
Generally, the eligibility criteria of appointing a Corporate Secretary must reflect the following precepts:
- A natural person;
- A Singapore resident;
- The requisite experience, academic and professional credentials;
- Not the sole director of the company; and
- No ineligibility directive by the Registrar on the date of appointment because he/she is in default of any of the relevant sections of the Act.
As long as your company was incorporated in Singapore, you must only appoint legal residents of Singapore. In this instance, “legal resident of Singapore” is defined as a person who is either a Singapore citizen or permanent resident, or someone who is an Employment Pass, S Pass, or EntrePass holder.
For a private company, any Singapore resident can become appointed.
On the other hand, a public company can appoint a qualified individual or a filing agent who fulfils at least one of the following requirements:
- At least 3 years’ experience in the last 5 years as a Corporate Secretary;
- Member of the Institute of Company Accountants, Singapore;
- Member of the Institute of Singapore Chartered Accountants (ISCA);
- Member of the Association of International Accountants (AIA), Singapore Branch;
- Member of the Singapore Association of the Institute of Chartered Secretaries and Administrators (SAICSA);
- Public accountant registered under the Accountants Act (Cap. 2); and
- Qualified as per the stipulations in the Legal Profession Act (Cap. 161).
Roles and Responsibilities of a Corporate Secretary
The Accounting and Corporate Regulatory Authority (ACRA) determines the roles and responsibilities of corporate secretaries. While they have wide-ranging duties to ensure that all companies comply with the Singapore Company Law, the following description provides a non-exhaustive list of the duties that a Corporate Secretary’s job description entails:
Board Meetings and Annual General Meetings
Generally, the roles and responsibilities of a Corporate Secretary in Board Meetings and AGMs of your company involve planning, organising and maintaining the required protocol during these key meetings. These specific duties include:
- Prepare board resolutions;
- Prepare and issue meeting notices to shareholders;
- Advise directors on the agenda for scheduled meetings;
- Prepare meeting agendas;
- Prepare documents with detailed information on upcoming meetings;
- Attend meetings and record minutes;
- Certify copies of minutes;
- Oversee voting process in a proper and democratic manner;
- Prepare and distribute financial reports;
- Distribute proxy reports, etc.
Maintaining Statutory Registers
Corporate Secretaries are obliged to update a number of registers consistent with various changes that transpire in thin your company. While this may depend on your company profile, the following are the most common statutory registers that they have to keep up-to-date:
- Register of Company Charges;
- Register of Shares;
- Register of Controllers;
- Register of Debenture Holders;
- Register of Directors’ Interests in Shares and Debentures;
- Register of Directors, Secretaries, CEOs and Auditors;
- Register of Nominee Directors;
- Register of Substantial Shareholders;
- Minutes book, etc.
Legal Compliance and Compulsory Filing
As various changes transpire in your company, it is the duty of the Corporate Secretary to take action by informing directors or shareholders promptly, amending the Company Constitution and drafting resolutions. He/she must also notify ACRA regarding important company updates including:
- Change of company name;
- Change of company’s registered address;
- Change of company profile;
- Appointment or resignation of directors;
- Change in directors’ details;
- Change in the secretary’s details;
- Appointment or resignation of Secretary;
- Changes in share capital or distribution, etc.
From administration to company compliance, the roles and responsibilities of a Corporate Secretary are vital for the continued business success of a company in Singapore.
Every year, ACRA summons about 10,000 companies and their directors who violate various statutory requirements under the Companies Act. Amongst the many non-compliance reasons, the prevailing one is usually ignorance towards the crucial role of a company secretary in keeping the company, directors, shareholders and auditors fully aware of the statutory requirements.
Tianlong Services offers corporate secretarial services and takes pride in assisting all clients in being compliant. We offer expert guidance as well as maintain the administrative and statutory duties to ensure your company remains in compliance with Singapore law as it grows and expands. Contact us today for cost-effective and top-notch services.