The Role of a Company Secretary in Company Formation

Incorporating a company in Singapore can be a complex process, with many legal and regulatory requirements that companies must comply with. To ensure that the company is formed in compliance with all relevant laws and regulations, it is vital to appoint a competent and experienced company secretary. Section 171 of the Companies Act mandates that all companies in Singapore must appoint a company secretary who serves as an officer, advisor, and fiduciary to the company, its board, and its shareholders.

In this article, we will explore the role of a company secretary in company formation in Singapore and provide an overview of this position's requirements, duties, and responsibilities. We will cover the legal requirements for appointment, the tasks and obligations of the company secretary during the formation process, and the importance of having a qualified and experienced company secretary. By understanding the role of the company secretary, companies are set up for success and protected from potential legal liabilities.

Company Secretary Qualifications

Incorporating a company in Singapore requires the appointment of a company secretary. According to the Companies Act 1967, companies must ensure that a company secretary is appointed within six months of incorporation and that the position does not remain vacant for more than six months.

To select a suitable company secretary, the individual must meet the following requirements:

• Must be a Singapore Citizen, Permanent Resident, or an EntrePass holder with a local residential address in Singapore.
  
  

• Must have knowledge and experience in company regulations and compliance, with at least three (3) years experience in secretarial practice or have completed an approved course in company secretarial practice.
  
  

• Cannot be the sole director of the company.
  
  

• Must not have any debarment order in record with the registrar.
  
  

• Must be a member of a recognized professional body, such as:
  

  • The Institute of Certified Public Accountants of Singapore, 

  • The Singapore Association of the Institute of Chartered Secretaries and Administrators,

  • The Association of International Accountants,

  • The Institute of Company Accountants, Singapore; or a,

  • Qualified person under the Legal Profession Act or a public accountant registered under the Accountants Act.

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The Appointment of a Company Secretary

The director of a private limited company has the legal obligation to appoint a company secretary within six months of incorporation. The director may be able to take this responsibility, but only if there is another resident director. 

The appointment of a company secretary is a formal process that requires the approval of the company directors. The directors can vote on the appointment of a company secretary through a director or board resolution. Once the company secretary is appointed, they must complete form 45B, known as consent to act as a secretary. The last step in the appointment process is to file the appointment of the company secretary with the Accounting and Corporate Authority (ACRA) through BizFile.

From the date of incorporation, the company secretary must be accessible at the firm's registered office or reachable via a representative by phone or other means of immediate communication within business hours.

What happens if your company is required by the government to change your company secretary?
Changing to a new secretarial services provider is easy and can be done relatively quickly, depending on your chosen service provider. With so many to choose from in Singapore, it’s only a matter of what you specifically need from your provider and what they can offer.

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Role of a Company Secretary

A company secretary is indispensable in ensuring that a company operates effectively and complies with the legal requirements in Singapore. There are three broad categories of a company secretary's roles and responsibilities: to the company, to the company directors, and the shareholders.

• As an advisor to the directors
  The company secretary guides directors to ensure they fulfil their statutory duties and comply with Singapore company regulations. The secretary prepares and sends out critical information to the directors so that board meetings can be productive. They also ensure that the company appropriately inducts new directors in line with its constitution and the Companies Act of Singapore.
  
  

• As the first point of contact for shareholders
  The company secretary is a liaison between the shareholders and the board of directors. They maintain regular contact with the shareholders to ensure that the board hears their interests.
  
  

• As the principal compliance officer for the company
  The company secretary must ensure that the company follows and complies with Singapore law. They help guide the company on proper corporate governance and ethical business practices. Additionally, the company secretary must ensure that all relevant statutory obligations are met and that the company's business interest is always protected.
  
  

• As a fiduciary to the company
  The company secretary must always act in the best interest of the company. They must ensure that their interests do not conflict with the company's interests and not work beyond the authority provided by law. They are also expected to carry out their duties with care and diligence, not reveal confidential information or trade secrets of the company, and not make a secret profit through the company.
  
  
  

Are you planning to establish a company in Singapore but need help finding the perfect company secretary to help you navigate the complex compliance requirements in Singapore? Look no further! With our corporate secretarial services in Singapore, we can help you meet all your compliance needs efficiently and effectively.

Duties of a Company Secretary

The company secretary has a wide range of responsibilities to ensure that the business complies with Singaporean company law. Listed below are the duties of the company secretary:

Core Duties of a Company Secretary

• Ensure statutory compliance with ACRA, including filing of annual accounts, maintaining necessary registers, and complying with regulatory requirements.

• Organise board meetings and facilitate the decision making process.

• Arrange for Annual General Meetings in compliance with the Companies Act and company constitution.
  

• Ensure compliance with Memorandum & Articles of Association (MAA).

• Supervise share allotments, issues and transfers, and handle matters related to shareholders.

• Act as a communication channel for non-executive company directors.

• Assist in implementing good corporate governance practices.

• Ensure safe custody and proper use of the company seal.

• Supervise establishment of overseas operations according to proper procedures and laws.

• Ensure best interests of the company in acquisitions, restructuring, and mergers.

Additional Duties of a Company Secretary

• Legal, accounting/finance, human resource, general administration or general management duties, as outlined in the employment contract, depending on the individual's qualifications and experience.
  

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Corporate Secretarial Services in Singapore

Why Engage Corporate Secretarial Services?
One of the main benefits of engaging corporate secretarial services in Singapore is that it frees up time and resources for other core business functions. By outsourcing the management of the company's regulatory compliance and secretarial responsibilities, the management team can focus on running the business and achieving its objectives.

Another benefit of engaging corporate secretarial services is the expertise and experience of the service provider. Corporate secretarial service providers have a deep understanding of the regulatory framework and best practices, which helps to minimise the risk of non-compliance and potential fines or penalties. Furthermore, they have the experience and knowledge to provide practical solutions to complex legal and regulatory issues.

Foreign entrepreneurs considering setting up a business in the island nation may benefit from availing of secretarial services in Singapore. Because having a reliable and professional secretarial service can ensure that all company formation processes are carried out smoothly and in compliance with Singaporean laws and regulations.

Lanturn's secretarial services in Singapore include the following:

• Effortless Corporate Processes - Our cutting-edge platform technology streamlines all processes to minimise the chances of missing important tasks, making changing directors, issuing shares, filing annual returns and staying compliant a breeze.
  
  

• Timely Response - Lanturn's technology allows us to respond to your inquiries reasonably quickly within business hours so that you can get the help you need when you need it.
  
  

• Seamless Integration - Our integrated Digital 3.0 technology brings all key workflows together in one place, ensuring no documents or tasks are overlooked.
  
  

• Transparent Pricing - As entrepreneurs ourselves, we understand the frustration of hidden charges and surcharges. That's why we provide predictable pricing for every corporate action, with no surprises included.

Don't let the hassle of finding a suitable company secretary hold you back from achieving your business goals in Singapore. Trust us to provide unparalleled support and guidance, so you can focus on what truly matters - growing your business. Avail of our corporate secretarial services today and take your first step towards success!


Avail of Lanturn's Corporate Secretary package today!