Upon Singapore incorporation, all companies are required to appoint a company secretary, whose primary responsibility is maintaining corporate compliance and governance. It is necessary that the company secretary in Singapore have a proper understanding of the corporate regulations and law in Singapore.
Regulations on Appointing a Company Secretary in Singapore
All companies incorporated in Singapore is required by Accounting and Corporate Regulatory Authority (ACRA) to appoint a company secretary, who must be residing locally in Singapore, within six months of the date of its incorporation. The board of directors of the company is responsible for appointing the company secretary.
Companies should take into consideration that it is only possible for a resident director to also act as the company secretary when they are not the sole director of the company.
Roles and Responsibilities of a Company Secretary in Singapore
Roles of a Company Secretary in Singapore
The roles of a Company Secretary in Singapore can fall into 3 main categories, based on whom they answer to:
To company: ensures all relevant statutory obligations are met, business interest of the company is always protected, good corporate governance is practiced, and is present regularly at the company’s registered office address.
To company directors: serves as an advisor to the directors and provide any practical support that is needed; share timely information with all the directors so that they can contribute fully during the board meetings
To company shareholders: regularly communicate with the shareholders and ensure their interests are protected; timely disseminate financial statements so that shareholders are prepared to take part in decision making at the company’s Annual General Meeting.
Responsibilities of a Company Secretary in Singapore
In particular, below are the typical responsibilities of a company secretary. Please note that there are many other responsibilities that secretaries undertake and contribute to the company:
Updating and Filing with ACRA
- Appointment, resignation or death of company officers
- Update of directors’ particulars
- Filing of Annual Returns
- Amendments to the Company Constitution
- Share allotments or transfers
- Changes in company name, address and business activities
Maintenance and Upkeep of Statutory Registers
- Filing of signed Board Resolutions
- Maintenance of Minutes Book (AGMs and EGMs)
- Issue of shares
- Distribution of Annual Report and company accounts
Preparation of Board Meetings and AGMs
- Distributing company’s financial reports
- Attendance and taking of meeting minutes
- Preparation of meeting agenda
- Preparation of director’s resolutions
- Reminders for filing deadlines
- Ensure the safekeeping and proper use of the Company Seal
- Monitoring shareholder register and movement of shareholders
- Maintaining shareholder relations
Importance of Company Secretaries
Considering the roles and responsibilities performed by the secretary, it is essential to employ a trustworthy and competent person for this position.
Many of the compliance and reporting requirements are stipulated by law, and a failure to adhere to them is equivalent to breaking the law. Mistakes made in this field can be costly, with penalties such as fines, imprisonment and the removal of a director or company secretary from his/her appointment.
Hence, company secretaries are crucial to the smooth running of the company as well as to uphold the integrity of the company in the legal and compliance landscape.
Understanding companies’ worries and needs, Ace Global Accountants proudly offers company secretary service. Our reliable and experienced secretaries are willing to support you as dedicatedly as possible.
Contact us today to get a 1st consultation!