A Company Secretary’s role is to ensure that the company complies with the law of the land in both letter and spirit. It is the duty of the Company Secretary to advise and help the Directors and the Board on matters of compliance, and procedures.
A sole Director of a company cannot play the role of a Company Secretary, as he cannot be expected to advise himself.
Therefore, as per section 171 of the Singapore Companies Act Cap 50, it is compulsory for all Singapore resident companies to appoint a Company Secretary, who is a natural person and locally residing in Singapore.
For a public company in Singapore, a Company Secretary has to satisfy at least one of these criteria:
- has been a Company Secretary of a company for at least three of the five years immediately before his appointment as Company Secretary of the public company.
- a qualified person under the Legal Profession Act (Cap. 161)
- a public accountant registered under the Accountants Act (Cap. 2)
- a member of the Institute of Certified Public Accountants of Singapore
- a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators
- a member of the Association of International Accountants (Singapore Branch)
- a member of the Institute of Company Accountants, Singapore
This position cannot remain vacant for more than 6 months at a time. Consequently, a newly incorporated company is required by law to appoint a Company Secretary within 6 months of incorporation.
Usually, a Company Secretary is an officer of the company. However the same can be outsourced to Authorised Corporate Secretarial licenced agents. An outsourcing decision may be taken in order to have
- Lower costs. Hiring a full-time in-house expert can be expensive. An experienced Authorised licenced Corporate Secretarial Service can be hired for a much lower annual retainer fee.
- A well-experienced company secretary, who can be trusted on various know-how.
- An external third-party unbiased opinion on compliance and best practices.
The Company Secretary Service provider should provide its services as follows:
Regarding the Constitution of the company
- Act as a resource to Directors and Officers of the company on matters relating to the Constitution and proceedings, as set out n the Constitution of the company.
- Draft and incorporate amendments and changes to be made on the company’s Constitution.
Advise company’s management and Board of Directors with the objective of compliance on the on matters relating to the Companies Act
- Ensure the company observes statutory compliance,
- Procedures for any changes on amendments to the company’s structure,
- Procedures for appointment of Directors, Auditors and other key Officers of the company.
Adherence to statutory compliance deadlines – the Company Secretary will remind and help the company’s Directors of ACRA’s key compliance deadlines
- Annual Return Filing
- Appointment of Officers & Auditors (if required)
- Liaise with the company’s Auditors and accountants to ensure that financial report is produced in a timely manner. If for some reason it cannot be done in time – an extension of time will be applied for.
Preparations of Resolutions
- Board Resolutions and Minutes of Meeting as per the instructions of the company’s Directors, including Ordinary or Special Resolutions passed in writing or to be approved via a General Meeting.
- Assist in preparing Resolutions for issue of dividends, acquisition, and sale of assets.
Convening attendance at Annual General and Extraordinary Board Meetings
- Organising the circulation of Notices and Proxy Forms to Shareholders, including arranging for certified mail delivery to Shareholders’ registered/residential address,
- Attending these meetings for minute-taking and statutory advice (if required)
- ensure adherence to correct meeting procedures
- give advice on statutory compliance matters and
- interpretation of the company’s Constitution, Companies Act, Cap 50. (when called upon).
Filing any changes that must be lodged with the Accounting and Corporate Regulatory Authority (ACRA) as per required timelines inclusive of, but not limited to the following
- Change of company name,
- Adoption, alteration or amendments to the Constitution or structure of the company,
- Reporting and uploading the company’s Annual Returns with ACRA,
- Updating and filing with ACRA any changes in particulars of Directors, Officers, Shareholders or Auditors of a company – including appointments, resignations, deaths, disqualification, or removal,
- Transfer of shares,
- Reduction or Increase in capital and issue of new shares,
- Registering of charges,
- Rectification of errors.
Maintenance of Statutory Registers
- Filing and updating records where necessary of original Board Resolutions,
- Recording and updating Minutes in the Company’s Statutory Registers,
- Keeping up to date
- Directors Registers,
- Members (Shareholders) Registers,
- Auditors Registers, etc.
This is to be kept in safe custody. The Company Secretary must ensure proper use of the company seal in accordance with the Company’s Constitution.
For 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.
For peace of mind, we recommend that you appoint a professional Company Secretary. Contact us.