What is a Company Secretary and Why Go Digital?
Key takeaways
- All companies are required to appoint a company secretary within six months of incorporation.
- The roles and responsibilities of a company secretary include ensuring legal compliance, promoting good corporate governance, and maintaining transparent communication within an organisation.
- While often mistaken for that of a company director, the role of a company secretary focuses on regulatory compliance and administrative accuracy.
- With digital tools, company secretaries can now handle tasks more efficiently and access records anytime, anywhere.
- Given the complexity of the role, engaging a professional company secretarial service has become not only common but also essential for businesses in Singapore.
What is a Company Secretary?
A company secretary plays a key role in ensuring that a business operates smoothly, transparently, and in compliance with legal requirements. Let us delve deeper into the definition and why the role is essential for companies in Singapore.
Definition And Legal Meaning Of A Company Secretary In Singapore
A Singapore company secretary is more than just a compliance officer. They are the backbone of a company’s administration. From maintaining accurate, up-to-date records to ensuring directors and shareholders meet their statutory obligations, such as filing annual returns, their role is crucial to keeping the business running smoothly and lawfully. Beyond compliance, they also safeguard the company’s integrity by ensuring it adheres to all applicable legal and regulatory requirements. To do this effectively, company secretaries must stay informed about the latest developments in corporate governance, legal frameworks, and industry standards.
Why A Company Needs One Under The Companies Act
Under the Companies Act, every Singapore company must appoint a company secretary to ensure compliance with legal and regulatory requirements, uphold strong corporate governance, and foster clear communication between the board, its stakeholders and relevant government authorities. But what does a company secretary do? Let’s read on.
What Does A Company Secretary Do?
A Singapore company secretary oversees a wide range of responsibilities that keep the company running efficiently and in line with legal requirements.
Key responsibilities: filing annual returns, maintaining registers, advising directors
- Maintain and update the company registers and records.
- Administer, attend and prepare minutes of meetings of directors and shareholders.
- Keep company directors informed of the deadlines for annual returns and other ACRA filings.
- Files annual returns and changes to the company’s information promptly.
- Facilitates the company’s decision-making process.
- Develops and provides guidance for corporate governance.
- Oversees share allotment, issues and queries from the shareholders.
- Manages the company’s seal and official documents.
- Oversees and ensures overseas operations comply with applicable procedures and laws.
- Ensures that transactions for acquisitions and restructuring adhere to the company’s guidelines and legal requirements.
- Acts as a point of contact for shareholders and regulatory authorities.
- Monitors the development of laws and regulations affecting the company.
Compliance duties under ACRA and the Companies Act
Under the Accounting and Corporate Regulatory Authority (ACRA) and the Companies Act, the compliance duties include:
- Ensures compliance with the Companies Act and ACRA regulations.
- Manages board and annual general meetings.
- Manages the company’s records.
- Provides advice to directors on their legal obligations.
Role in Shareholder Meetings and Company Documentation
During an annual general meeting or shareholder meetings, the company secretary performs the following responsibilities:
- Prepares the meeting agenda.
- Distributes the company’s financial reports.
- Prepares the director’s resolutions.
- Ensures the meeting procedures comply with the legal and statutory requirements.
- Facilitates communication between the board and shareholders.
Why is a Company Secretary Crucial for Singapore Companies?
If you plan to establish or expand your business in Singapore, a company secretary will play an essential role due to their multifaceted responsibilities within a company. By combining their expertise in corporate matters with company secretarial services, they become an invaluable asset for businesses aiming to navigate the complex corporate environment successfully.
Mandatory Appointment Under ACRA Rules
Under Singapore’s Companies Act, all companies are required to appoint a company secretary within six months of incorporation. However, the appointed company secretary cannot be the entity’s sole director.
The appointed person must be a local resident, meaning they must be a Singapore citizen, a permanent resident, or hold a valid residential status in Singapore that allows them to act as Secretary.
Compliance Penalties For Not Having A Company Secretary
The role cannot remain vacant for more than 6 months. If a company fail to appoint a company secretary within a stipulated timeframe, the directors may face a penalty of up to S$1,000.
How Company Secretaries Support Startups And SMEs
Singapore has earned its place among the world’s top destinations for entrepreneurs. With its pro-business environment, strong infrastructure, and attractive tax regime, it’s no wonder businesses thrive here.
But launching a business in Singapore requires more than just a good idea. Long-term success depends on compliance with legal requirements and strong corporate governance. That’s where company secretaries come in. They assist entrepreneurs unfamiliar with Singapore’s complex regulatory landscape in navigating these obligations while ensuring full compliance. It also relieves them of administrative burdens. More importantly, corporate secretarial services play a vital role in creating a trustworthy and well-organised business environment, which, in this case, makes investors more likely to fund companies that demonstrate strong governance. Now, let’s take a closer look at what they do and the range of services they offer.
What are Company Secretarial Services?
Company secretarial services take care of a company’s administrative and regulatory tasks, from company incorporation, preparation and documentation resolutions to filing annual returns.
Definition and Scope of Company Secretarial Services
Company secretarial services are professional services that keep a business compliant with legal and regulatory requirements while upholding strong corporate governance. These services typically encompass maintaining corporate records, facilitating board meetings, and managing communication with the local authorities.
What does Company Secretarial Services mean in Practice?
In practice, company secretarial services help startups and SMEs manage essential administrative and compliance tasks. They ensure businesses stay aligned with the Companies Act and keep directors informed of their legal responsibilities. By entrusting these duties to experts, companies can focus on what they do best: growing their business while fully compliant and well-governed.
Examples of Tasks Covered
Here are some examples of tasks handled by Company Secretarial Services.
- Assist with the necessary documentation for the preparation of the annual general meeting and complete the annual return filing with ACRA.
- If there are any changes to the shareholders or directors, the company secretary will notify the relevant authorities.
Step-by-Step Guide: Appointing or Changing a Company Secretary
Appointing a company secretary in Singapore is a simple and essential step. If you already have an existing company secretary and are considering a change, this step-by-step guide will walk you through the process.
Required Documents And Filing With ACRA
For new startups, these are the required documents:
- Consent Form (Form 45B) – The candidate must complete the form.
- Directors’ Resolution – The company’s board will need to pass a board resolution to appoint the company secretary.
- Online Filing – The company must file the appointment with ACRA’s online portal, Bizfile. For new companies, directors and the secretary must endorse their appointments online.
- Company’s statutory registers – The company will need to update their statutory registers with your company secretary’s particulars and align internal filing deadlines.
For companies planning to replace a company secretary, the process is slightly different.
- Get the board resolution after your company’s board of directors has passed a resolution to approve the change in secretary.
- Request a resignation letter from your existing company secretary.
- Prepare Form 45B from ACRA, a consent form for the appointment of the new company secretary.
- File the appointment of the company secretary with ACRA.
Process Timelines And Best Practices
When appointing or changing a company secretary, timing matters. ACRA allows new startups to fill this key position within 6 months of incorporation.
If you are planning to change your company secretary, it’s advisable to avoid this transition around major regulatory deadlines to prevent compliance delays or operational disruptions. For a smooth transition, it’s highly recommended that you identify and confirm your new company secretary before officially replacing the current one. This proactive approach keeps your business running efficiently and ensures continuous compliance.
How Digital Tools Simplify Handovers
Technology has transformed almost every aspect of business operations, and company secretary services are no exception. With digital tools, company secretaries can now automate routine tasks, work more efficiently, and focus on delivering greater strategic value to the business.
For instance, cloud-based platforms make it easy to store, access, and update corporate records anytime, anywhere. Important documents such as board minutes, shareholder resolutions, and financial statements remain organised, secure, and readily available, ensuring a seamless handover when the company secretary changes.
Online portals further enhance transparency by allowing businesses to view documents, track filing progress, and communicate instantly with their company secretary. This not only streamlines workflows but also builds trust and stronger client relationships.
Online portals have also streamlined communication, allowing clients to view documents, track filing progress, and connect instantly with their company secretary. This transparency builds trust and strengthens client relationships.
More importantly, digital tools minimise human error and improve record-keeping accuracy. They also ensure that statutory registers are properly maintained, making compliance handovers smoother and more reliable.
Common Misconceptions about Company Secretaries
While company secretaries are essential for ensuring legal compliance and strong corporate governance, people often have several misconceptions about them. These misconceptions leave many companies vulnerable to compliance issues and governance challenges. Here are a few common misconceptions about company secretaries:
Directors vs Company Secretary
Often, people confuse the roles of company director and company secretary.
Under the Companies Act, a company director is required to ensure accurate and timely record-keeping, prepare statements (if applicable), and comply with corporate filings and other disclosures. This responsibility may seem similar to that of a company secretary; however, the primary responsibility of a company director is to manage the day-to-day running of the business and to set the company’s strategic direction. The director also has the legal duty to advance the interests of the company and to act honestly and in good faith in exercising the powers given.
On the other hand, a company secretary is responsible for the administration of the company. They are required to ensure that all directors and shareholders are informed of their statutory obligations, such as the filing of annual returns.
It’s important to note that a company secretary and a sole director of a company cannot be the same person.
Only Large Companies Need a Secretary
A common misconception is that only large companies require a company secretary. But that’s far from the truth. In Singapore, every private limited company, regardless of size, must appoint a company secretary within six months of incorporation. Failing to do so can result in hefty fines and penalties.
For startups and SMEs, engaging a professional corporate secretarial service isn’t just about staying compliant. It’s also a smart way to gain expert guidance and ensure your business runs efficiently from day one.
Digital Company Secretary: The Modern Solution
Running a business can be demanding, and keeping up with compliance requirements often adds to the pressure. That’s why more entrepreneurs are embracing the digital company secretary, a modern, hassle-free solution that keeps your business compliant without the paperwork or stress.
What Is A Digital Company Secretary And How It Works
But what exactly is a digital company secretary? Like a traditional company secretary, a digital company secretary offers the same support. From filing annual returns to maintaining statutory registers, everything is handled remotely via secure platforms that streamline recordkeeping and ensure compliance with deadlines.
Benefits Of Going Digital – Automation, C-Signatures, Real-Time Compliance Tracking
If you are thinking of going digital and wondering how it can help your business, here are some key benefits:
Automation
Gone are the days of missing crucial deadlines. With a digital company secretary, automated alerts will be provided for key dates, such as AGMs, ECI filings, and annual return submissions, minimising the risk of non-compliance.
Real-time compliance tracking
Overwhelmed by paperwork or worried about losing important documents? With digital platforms, you can bid farewell to messy files and cluttered desks. You can securely access your company’s statutory records, resolutions, and other compliance documents at any time and from anywhere.
C-signatures
In Singapore’s fast-paced business scene, managing paperwork can be complex. That’s where C-signatures come in. This secure, legally compliant digital platform simplifies online signing and approval of documents, including board resolutions, ACRA forms, and other legal documents. Fully recognised under Singapore law, C-signatures guarantee your governance documents are valid, secure, and processed quickly.
How Lanturn’s Platform Simplifies Compliance for Growing Businesses
At Lanturn, we are a company secretarial service that runs a digital platform. To ensure compliance, our cloud-based platform allows you to upload your key documents. This means that you don’t have to worry about losing your accounts, bank statements, incorporation documents and corporate resolutions. It lists all your tax, accounting and other regulatory deadlines. But more importantly, our platform allows you to send, respond to and track your requests from start to end, making it easy and ensuring compliance.
Choosing the Right Company Secretary in Singapore
With many company secretary services available, choosing the right company secretary is crucial. You need someone knowledgeable in Singapore’s legal and regulatory landscape who stays on top of the compliance deadlines. Here are some factors to consider when choosing the right company secretary.
What to Look for in a Provider (ACRA Qualification, Experience, Digital Tools)
An effective company secretary service combines expertise, experience and digital tools. They have a deep understanding of corporate governance, regulatory requirements, and Singapore’s evolving business landscape. They play a key role in helping directors and shareholders make informed decisions while ensuring full compliance across industries.
For added convenience and continuity, choose a provider that leverages cloud-based solutions, enabling seamless access to your company’s records even during transitions between secretaries. This ensures your business operations stay smooth and uninterrupted.
Common Mistakes Businesses Make When Outsourcing Secretarial Services
Outsourcing company secretarial services can save time and ensure compliance. But making a hasty decision can lead to fines, penalties or even harm your company’s reputation. Other common mistakes include:
- Mismatched services: Choosing a provider whose offerings don’t align with your business needs.
- Poor communication: Underestimating the need for regular communication between a company secretary and the shareholders and the board.
- Overlooking technology: Failing to understand the need for digital tools to increase efficiency and accuracy of secretarial tasks.
Why Startups Prefer Platforms like Lanturn over Manual Services
While traditional corporate secretarial services remain available, many startups turn to digital platforms like Lanturn for greater scalability and accessibility. As your business grows, your secretarial needs will become more diverse and complex. Our team of dedicated company secretaries is ready to meet them with expertise and precision.
From statutory compliance to tight fundraising deadlines, we handle the paperwork efficiently so you can focus on growing your business while your compliance needs are taken care of.
Schedule a call with us today.
FAQs
What is a company secretary, and why is it required?
In Singapore, a company secretary plays a vital role in upholding corporate governance standards and serves as an important link between the board, shareholders and regulatory bodies. Their role ensures your business stays compliant by maintaining accurate, up-to-date company records, filing annual returns, and keeping the board informed of legal and governance matters.
Is a company secretary mandatory in Singapore?
Yes, all companies in Singapore must appoint a company secretary within six months of incorporation.
Can a director also be the company secretary?
A sole local director cannot act and serve as the company secretary. However, a local director can be appointed as a company secretary if the company has more than one director.
What does a digital company secretary do?
A digital company secretary performs administrative tasks — from filing annual returns to maintaining statutory records — remotely, using secure platforms that simplify recordkeeping and ensure compliance with deadlines.
How much do company secretarial services cost in Singapore?
The cost of company secretarial services varies depending on your business needs and the scope of work.
What qualifications must a company secretary have in Singapore?
To qualify as a company secretary in Singapore, the candidate must fulfil the following criteria:
- Must have a deep understanding of Singapore’s company law.
- Familiar with regulatory compliance, such as filing annual returns.
- Must be a local resident as a Singapore citizen, a Singapore permanent resident, or hold a valid residential status in Singapore that allows them to act as Secretary
- The company secretary’s primary residence must be in Singapore.
How much does a digital company secretary cost?
The cost of a digital company secretary depends on the services included. Many service providers offer annual or basic plans that cover standard administrative tasks, with additional fees for non-routine tasks. For a clearer idea of pricing, you may contact Lanturn to learn a plan that fits your business needs.
