The Role of a Corporate Secretarial Agent and Company Secretary (For A Singapore Private Limited Company)
Under the Singapore Companies Act, you need to appoint a Company Secretary within 6 months of incorporating your Singapore Company. The role and responsibility of the Company Secretary is to assist the Directors in ensuring that your Company observes statutory compliance, according to regulations stipulated in the Singapore Companies Act.
The Company Secretary must be a “natural person” who is a Singapore Citizen/Singapore Permanent Resident, or a Singapore Employment/Dependent Pass Holder.
Whilst anyone who fits this eligibility criteria can act as your Company Secretary, for a small annual retainer fee, PB Corporate Services Pte. Ltd. can provide your Company with a qualified Company Secretary. As your Corporate Secretarial Agent and Company Secretary, we will also provide general advice and assistance in the following areas:
Company Constitution (Memorandum and Articles of Association) and the Singapore Companies Act, Cap.50.
- The Company Secretary/Agent will be the resource for Directors and Officers of the company when they need to check on Company constitution matters and proceedings, as set out in the Memorandum and Articles of Association (M&AA). Also, to provide advice on compliance matters relating to the Singapore Companies Act, Cap.50.
- The Company Secretary will draft and incorporate amendments or changes to be made to the Company’s M&AA. The Company Secretary/Agent will also advise Company’s Management/Board of Directors on the procedures to take for any changes or amendments to the Company’s structure, with the objective of ensuring compliance with the Singapore Companies Act, Cap.50.
Adhering to Statutory Compliance Deadlines
- With the appointment of PB Corporate Services as your Corporate Secretarial Agent, you will be reminded of ACRA’s key compliance deadlines, such as Annual Return filing (based on the Company’s incorporation date, financial year end), as well as the Appointments of Officers & Auditors (if required) and Company Secretary, etc.
- Liaising with Company’s auditors/accountants to ensure financial report is produced in a timely manner (or if not, to apply for an extension for filing).
Preparation and Upkeep of Board Resolutions and Minutes of Meetings
- Preparation of Board Resolutions/Minutes as requested by the Company’s Directors, including Ordinary or Special Resolutions passed in writing or to be approved via a General Meeting.
- In addition to Board Resolutions pertaining to changes in the Company, the Secretarial Agent would assist in preparing resolutions for issue of dividends, acquisition and sale of assets.
Convening and Attendance at Annual and Extraordinary General Meetings
- Organising the circulation of Notices and Proxy Forms to Shareholders, including arranging for certified mail delivery to shareholders’ registered/residential address;
- Attendance at these meetings for minute-taking and statutory advice (if required), to ensure that correct meeting procedures are adhered to and to give advice on statutory compliance matters and interpretation of M&AA articles, Companies Act, Cap 50. (when called upon).
Filing of Company changes and other Statutory Returns with the Accounting & Corporate Regulatory Authority (ACRA)
- Updating/lodging in the following company changes and statutory returns with ACRA;
- Filing of annual returns, including converting Company’s financial reports to XBRL format (if required);
- Filing of changes in the Officers or Auditors of a company, including appointments/resignations/deaths/disqualification/removal;
- Transfer of shares;
- Updating ACRA with changes in the particulars of Director(s) and Shareholder(s);
- Change of company name;
- Adoption, alteration or amendments to the Memorandum and Articles of Association;
- Increase in capital and issue of new shares;
- Reduction of capital;
- Registering of charges;
- Rectification of errors;
- Any other changes that must be lodged with ACRA
Maintaining Statutory Registers
Filing original Board Resolutions and Minutes in the Company’s Statutory Registers, and updating records, where necessary (i.e. Directors Registers, Members (Shareholders) Registers, Auditors Registers, etc.)
Keeping the Company’s Common Seal in safe custody and to ensure proper use of the company seal in accordance with the Company’s Memorandum and Articles of Association.
Public Listed Companies
In addition to the above, the other aspect of the Company Secretary’s role and responsibilities for public listed companies will involve corporate governance, share registration, shareholders matters (dividends, interest, rights issues, monitoring of share movements etc), capital restructuring, acquisitions and disposals.