The Role of a Company Secretary in Company
According to the Companies Act, appointing a corporate secretary is mandatory for all registered companies in Singapore within six months of incorporation to maintain legal requirements. They play a crucial role in corporate governance, managing administrative tasks and ensuring the company complies with the statutory and regulatory requirements. A company secretary’s responsibilities include maintaining statutory registers, filing annual returns promptly and updating the board and shareholders of any regulatory changes. In this article, we will delve deeper into the duties, roles and responsibilities of a corporate secretary and, finally, understand who can be a Singapore company secretary in Singapore.
What is a corporate secretary?
A corporate secretary is responsible for maintaining company records, complying with legal and regulatory requirements, and facilitating communication between the board and the stakeholders. The role of secretary also includes keeping the board of directors updated on corporate governance and legal frameworks and advising them on corporate governance practices.
Who can be a Corporate Secretary?
To be a corporate secretary, the candidate must have the knowledge and experience to carry out the company secretary’s duties. The candidate must fulfil the following criteria as outlined in the Companies Act, Section 171(1AA):
- Has served as a company secretary for at least three of the five years before being appointed as secretary of a public company
- Is a registered public accountant under the Accountants Act (Cap. 2)
- Is a registered member of:
- The Institute of Certified Public Accountants of Singapore
- The Singapore Association of the Institute of Chartered Secretaries and Administrators
- The Association of International Accountants (Singapore Branch)
- The Institute of Company Accountants, Singapore
- Meets the qualification requirements outlined in Legal Profession Act (Cap. 161)
Now, to learn more about what a company secretary does, let’s examine the company secretary’s duties in more detail.
What does a secretary do?
A company secretary carries out core administrative and fiduciary duties to ensure the company complies with statutory obligations. These include adhering to regulatory framework, organising key meetings and making strategic business decisions. Here are some of the duties a company secretary will need to fulfil:
Statutory Compliance with ACRA
The company secretary must ensure the company complies with the Companies Act and ACRA regulations, maintains the company registers, files annual returns promptly, and keeps records accurate and up-to-date. They must also stay informed of regulatory changes and ensure well-established and updated corporate governance practices.
Board & General Meetings
The company secretary must schedule and organise meetings, record the minutes and facilitate the company’s decision-making process.
Duties related to shareholders
These duties include maintaining the registrar of shareholders, conveying important information, and overseeing the share allotment, issues, and queries from the shareholders.
Corporate Governance
The company secretary is responsible for developing a corporate governance framework and providing guidance on regulatory compliance.
Duties related to non-shareholders
For duties related to non-shareholders, the company secretary serves as the primary contact point for communication of important information between directors and other stakeholders.
Company Seal
Although company seals are not commonly used in Singapore, the company secretary must ensure they are properly kept and used for authorised purposes when necessary.
Company Identity
The company secretary is responsible for maintaining the company identity and ensuring that all business letters, notices, and other official publications carry the company name and Unique Entity Number.
Overseas Operations
If a company expands its business operations to another country, the company secretary is responsible for overseeing and ensuring that the overseas operations comply with the proper procedures and laws.
Acquisitions and disposals
When a company undergoes major changes such as acquisitions and restructuring, the company secretary must ensure that all such transactions comply with the company’s guidelines and legal requirements.
Given its significant responsibilities, some companies may engage a corporate secretarial service provider as it offers the benefits of allocating their time and resources for other business functions. At Lanturn, our corporate secretarial services include maintaining accurate records, filing statutory reports and advising your board on corporate governance matters so your business operations can run smoothly while remaining compliant.
Key Roles of a Singapore Company Secretary
A Singapore company secretary is accountable to three main groups: the company, the board of directors and the shareholders. Here are the key roles of a Singapore Company Secretary:
Statutory Compliance: Ensures that the company meets all its obligations, including those under the Companies Act, Income Act, etc.
Corporate Governance: Assist the board of directors in implementing corporate governance practices and ensure that the board and general meetings are conducted according to company and regulatory requirements.
Record Keeping: Manage administrative tasks, such as maintaining the company statutory registers and records, organising shareholder and director meetings, recording minutes, and filing annual returns and other relevant documents as required by law.
Advisory Role: Provide advice to the board of directors about corporate governance practices, legal and statutory compliance and other operational matters.
Communication role: The company secretary is the main point of contact between the directors, the shareholders and the relevant regulatory authorities.
How to appoint a company secretary?
According to the Singapore Companies Act, every company must appoint a company secretary within six months of incorporation in Singapore. The requirements of company secretary are as follows:
The company secretary must be a Singapore citizen, Permanent Resident or a Singapore Employment Pass holder. An EntrePass holder is also eligible to be a company secretary.
The company secretary can be appointed through a board resolution and by obtaining the consent Form 45B from the company secretary stating their decision to fulfill this role.
7 Essential Factors in Choosing a Corporate Service Secretary
Choosing a reliable corporate service secretary is crucial as making a hasty decision may result in potential fines or penalties and jeopardise the company. If you are considering a corporate service secretary, here are seven essential factors to consider in the role of company secretary:
Expertise
Having a deep understanding of regulatory frameworks and corporate governance is vital for a corporate secretary in Singapore to facilitate informed business decision-making by company directors and shareholders. With the ever-evolving Singapore’s regulatory frameworks, you want someone well-versed in business compliance and with experience providing practical solutions to complex legal and regulatory issues.
Customised Services
Companies need tailored solutions to address unique challenges and circumstances in today’s dynamic business landscape. As the company grows, the company secretary’s role will expand beyond administrative tasks to advising the board on compliance matters, making the qualifications of the company secretary crucial.
Response Time
A timely response could ensure achieving regulatory compliance and completing a funding round successfully. This is a key corporate secretary function that we take seriously. We take pride in delivering responses within a day, acknowledging that hours can be the difference between success and failure in the business world.
Transparent Pricing
Price Transparency is something every corporate secretary Singapore should prioritise. We place transparency and clarity in our service in high regard. Before any agreements are made, we thoroughly explain all possible charges, eliminating any uncertainty.
Quality Service
A company secretary must possess the technical expertise and the willingness to go the extra mile. Whether it’s a statutory requirement or a tight fundraising deadline, preparing to complete the tasks swiftly and precisely should be the top priority.
Flexibility
A new startup will have different requirements than established companies looking at global expansion. As a company scales, it will need a corporate secretary who is flexible and can cater to the diverse needs of a growing business.
Fundraising Support
Given Singapore’s market competitiveness, new and established company start-ups often undertake extensive fundraising endeavours. A reliable corporate secretary can support the company throughout the process with the necessary paperwork.
Lanturn’s Corporate Secretarial Services Tailored to You!
A reliable corporate secretary goes beyond navigating Singapore’s complex compliance requirements and fulfilling statutory obligations. As you scale your company, finding someone who can support and customise your company’s needs is essential. With our cloud-based platform, you can access your documents readily anywhere and at any time of the day. We will tailor our corporate services to your needs as you grow your business. We have an experienced in-house team ready to provide seamless support every step of the way.
Choose Lanturn as your reliable partner today. Book a call with us and take the first step towards success!
Frequently Asked Questions
A sole local director cannot act and serve as the company secretary. However, a local local director can be appointed as a company secretary if the company has more than one director.
Likewise, a company person and a local director cannot be the same person in the company.
Every company must appoint a company secretary within six months of incorporation. The secretary must be a natural person or locally resident in Singapore. The company can appoint a company secretary through a director resolution. The consent Form 4B must be completed by the company secretary, stating their decision to take this role. Finally, the company must file an appointment of company secretary with ACRA using Bizfile.
No, a shareholder cannot be a company secretary as the secretary acts as the main liaison between the board and the shareholders.
