The Role of a Company Secretary in Singapore: Understanding the Responsibilities and Requirements
When it comes to starting up or running a business in Singapore, there are several legal and regulatory requirements that companies must comply with. One of these requirements is to appoint a Company Secretary. A Company Secretary plays a critical part in ensuring the company complies with its legal and regulatory obligations.
From answering your questions on registering a company in Singapore to advising you on your compliance to optimize business performance within the scope of the law, a Company Secretary is often a multi-faceted individual capable of immense contributions to your business apart from just statutory requirements.
In this blog article, we will discuss the role of a Company Secretary in Singapore, their responsibilities, and the qualifications and requirements for the position.
Who Is a Company Secretary?
A Company Secretary is a company’s senior officer responsible for ensuring that the company is in compliance with its legal and regulatory obligations. In Singapore, every company must appoint a Company Secretary within six months of its incorporation.
The Company Secretary guides the board of directors(BOD) and senior management on corporate governance and compliance issues. In addition, they serve as a liaison between the company and the regulatory authorities, ensuring that the company complies with all relevant legislation and regulations.
The Company Secretary must thoroughly understand the Companies Act and other relevant legislation and regulations. They must also have excellent organizational and communication skills as they maintain the company’s statutory registers and records, draft and circulate board and shareholder resolutions, and coordinate the company’s share transfers.
The role of a Company Secretary is to ensure that the company operates efficiently and competently. The Company Secretary must be diligent, knowledgeable, and proactive in their duties. Failing to comply with proper legal and regulatory requirements can have dire consequences for the business and its stakeholders. As such, companies need to appoint a qualified and experienced Company Secretary who can effectively carry out the position’s responsibilities.
Why Do You Need a Company Secretary?
A Company Secretary is critical in ensuring that the company complies with the relevant laws and regulations. The Company Secretary serves as a bridge of communication between the company’s directors and shareholders and the regulatory authorities. They also help to ensure that the company maintains proper corporate governance and complies with its statutory obligations.
The appointment of a Company Secretary is a legal requirement for all companies in Singapore. Every Singaporean firm must employ a company secretary to oversee compliance with Singapore’s Company Law, per Section 171 of the Companies Act. The office of a Company Secretary is critical in ensuring that the company complies with its legal and regulatory obligations. The Company Secretary serves as a bridge between the company’s directors and shareholders and the regulatory authorities.
One of the key reasons why a company needs a Company Secretary is to ensure compliance with the Companies Act and other relevant legislation and regulations. The Company Secretary is responsible for maintaining and updating the company’s statutory registers and records, filing the company’s annual returns with the relevant regulatory authority, the Accounting and Corporate Regulatory Authority (ACRA), and ensuring that the company’s resolutions are properly recorded and filed with ACRA.
The best way to understand the importance of a compliance professional is to think of market competition as a field game. If the player breaks the rules and nobody notices, the game goes as usual. The key factor here is knowing how far from the line the player may stray before being reprimanded for his actions. That is where a Company Secretary may offer valuable insights on compliance and effective corporate governance requirements to keep the business competitive and maintain compliance with all applicable laws.
In addition to statutory compliance, the Company Secretary also plays a key role in ensuring proper corporate governance. The Company Secretary advises the board of directors on corporate governance matters and helps ensure that the company adheres to best practices in this area. The Company Secretary also keeps the board and management informed of any changes in regulatory requirements.
Another reason why a company needs a Company Secretary is to manage the administrative functions of the company. For example, the Company Secretary is responsible for organizing and attending board meetings and annual general meetings, drafting and circulating board and shareholder resolutions, maintaining the company’s minute book, and coordinating the company’s share transfers.
A Company Secretary is critical in ensuring that the company operates efficiently and competently. Without a Company Secretary, the company may be at risk of non-compliance with legal and regulatory requirements, which can seriously affect the company and its stakeholders. As such, it is important for companies to appoint a qualified and experienced Company Secretary who is capable of carrying out the responsibilities and obligations of the position effectively.
Responsibilities of a Company Secretary in Singapore
The responsibilities of a Company Secretary can be broadly classified into four categories: statutory duties, administrative duties, governance duties, and advisory duties.
Statutory Duties:
The Company Secretary is responsible for ensuring compliance with the relevant legislation and regulations. This includes:
- Maintaining the company’s statutory registers and records.
- Filing the company’s annual returns with the Accounting and Corporate Regulatory Authority (ACRA)
- Ensuring that the company’s resolutions are properly recorded and filed with ACRA
- Ensuring that the company’s constitution is up-to-date and complies with the Companies Act
Administrative Duties:
The Company Secretary is also responsible for managing the administrative functions of the company. This includes:
- Organizing and attending board meetings and annual general meetings
- Drafting and circulating board and shareholder resolutions
- Maintaining the company’s minute book
- Coordinating the company’s share transfers
Governance Duties:
The Company Secretary plays a key role in ensuring that the company adheres to best practices in corporate governance. This includes:
- Ensuring that the company’s policies and procedures comply with applicable laws and regulations
- Advising the board of directors on matters related to corporate governance
- Keeping the board and management informed of any changes in regulatory requirements
Advisory Duties:
The Company Secretary also serves as an advisor to the BOD and senior management. This includes:
- Providing guidance on corporate governance and compliance issues
- Keeping the board and management informed of any changes in regulatory requirements
- Assisting in the implementation of corporate governance policies and procedures
Qualifications and Requirements for a Company Secretary in Singapore
To be appointed as a Company Secretary in Singapore, the individual must meet the following qualifications and requirements:
- Must be a resident of Singapore
- Must be at least 18 years old
- Must not be an undischarged insolvent or convicted of any offense involving fraud or dishonesty
- Must have the necessary knowledge and experience to carry out the duties of a Company Secretary
The Singapore government may demand that a private limited company hire a new company secretary who satisfies the standards of a company secretary for a public company if the firm fails to maintain compliance. The new company secretary must be qualified in any one of the following attributes as mentioned below.
- At least three of the five years prior to his employment as the public company’s secretary’s secretary were spent working as a company secretary.
- A person who meets the requirements of the Legal Profession Act.
- Registering as a public accountant with the Accountants Act.
- Becoming a member of the Singapore Institute of Certified Public Accountants.
- Becoming a member of the Institute of Chartered Secretaries and Administrators, Singapore.
- Becoming a part of the Association of International Accountants.
- Becoming a member of the Singapore Institute of Company Accountants.
Conclusion
In conclusion, the Company Secretary is a vital member of any company’s corporate structure in Singapore. The Company Secretary is responsible for ensuring the company complies with legal and regulatory requirements, maintaining the company’s statutory registers and records, managing the administrative functions of the company, and advising the board of directors(BOD) on matters related to corporate governance.
Given the importance of the role, it is essential for companies to appoint a qualified and experienced Company Secretary. This ensures that the company operates in an efficient and compliant manner, which ultimately benefits the company and its stakeholders.
If you are a company in Singapore and need help in appointing a Company Secretary or ensuring compliance with legal and regulatory requirements, it is recommended to seek the services of a professional company incorporation agency. These agencies can provide guidance and support to ensure that your company meets all the legal obligations and operates in a way that is beneficial to all stakeholders.
