The burden of making sure your company stays compliant with legal requirements falls squarely on the shoulders of your company secretary. These secretaries make sure they stay up to date with the latest legislative and regulatory changes enacted by the Accounting and Corporate Regulatory Authority (ACRA) to help companies avoid liabilities and penalties for failing to comply with regulatory obligations.

If you incorporate a company in Singapore, appointing a company secretary within 6 months is mandatory. The company secretary position cannot be left vacant for more than 6 months if the directors may face a penalty of up to $1,000.

Singapore law sees your secretary as one of your company’s key officers, and under Singapore law, they have to be residents in Singapore.

Who can be appointed as a Company Secretary?

According to The Companies Act, Section 171, any Singapore resident can act as the corporate secretary of a private Singapore company. For public companies, the individual can be appointed if they meet at least one of the following criteria:

• They have been a secretary of a company for at least three of the last five years
• They are a “qualified person” as defined by the Legal Profession Act (Cap. 161)
• They are a public accountant registered under the Accountants Act (Cap. 2)
• They are a member of the Institute of Singapore Chartered Accountants (formerly known as the Institute of Certified Public Accountants of Singapore)
• They are a member of the Chartered Secretaries Institute of Singapore
• They are a member of the Association of International Accountants (Singapore Branch)
• They are a member of the Institute of Company Accountants, Singapore

Duties and Responsibilities

The responsibility of a corporate secretary is to keep the company compliant and update the company with the regulatory requirements. Ensuring that the company stays compliant includes:

Maintenance of Statutory Compliance Registers

Your corporate secretary has to create and update company registers to reflect any changes at your company. Common registers include:

• Register of directors (detailing your company directors)
• Register of members
• Register of registrable controllers
• Register of nominee directors

Legal Compliance

As well as maintaining statutory registers, your company secretary is also in charge of keeping all of your directors and shareholders (and ACRA in many cases) up to date with key events at your company. The main areas you should expect your company secretary to focus on include:

• Drafting resolutions highlighting key events at your company (such as the appointment of new directors, etc.)
• Updating ACRA if you change your company name, address, or directors
• Scheduling and organising your company’s Annual General Meeting (AGM)
• Filing of the company’s annual returns on time
• Supervise share allotments, issues, and transfers and deal with other matters affecting shareholdings and queries from shareholders
• Assist the company directors in implementing good corporate governance practices within the company

Penalties if your secretary does not perform their duties

As the compliance and reporting requirements for a corporate secretary are enshrined in Singapore law, failing to adhere to them is a breach of the country’s law, and this can be costly. If your company secretary is not up to scratch and violates Singapore’s Company Act, regulators can remove them, fine them, or even prosecute them. This means it’s very important to appoint someone whom you trust. 

Going Digital

Lanturn is a corporate secretary that runs on a digital platform. Here are the key features that help us stay on top of your compliance responsibilities.

• Timeline:
  
  All your key documents are uploaded here. Now you will never lose your accounts, bank statements, incorporation documents, and corporate resolutions.
• Compliance:
  
  It clearly lists all your tax, accounting, and other regulatory deadlines.
• Tasks:
  
  No more lengthy emails and lost information! It lets you send, respond to, and track requests from start to end.

Changing your company secretary

Shifting to a digital corporate secretary like Lanturn is a straightforward and hassle-free process. You ask your existing corporate secretary to sign a resignation letter, your board of directors pass a resolution to approve the change in secretary [and you send a resolution to ACRA indicating your directors have approved the resignation]. This process is often managed by the new corporate secretary, who must also inform the ACRA of their appointment.

Are you thinking of switching your corporate secretarial services? If you are and you’d like to speak with a member of our experienced team, contact us to find a time that works for you.