In Singapore, it is stipulated that every company must appoint a company secretary within six months of its incorporation. This is because a company secretary, or corporate secretary, serves one of the most important roles within an enterprise.
Hence, this is a guide on what the roles and responsibilities of a company secretary are, and what are the criteria for appointing one.
What is a company secretary?
A company secretary is the primary administrative officer who ensures that the company complies with all relevant statutory requirements and regulations. These include the filing of annual returns, and recording and filing of board resolutions.
In the event that a company fails to comply with its legal obligations, while the company directors hold the ultimate responsibility, the company secretary can also be held liable. This is because the Singapore Companies Act recognises the dependence of company directors on the company secretary for guidance on statutory compliance issues.
Given the importance of the company secretary, not only must every company appoint one within six months of its incorporation, the position also cannot be left vacant for longer than six months at any point.
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What are the key responsibilities of a company secretary?
The job scope of a company secretary can be extremely wide, and the responsibilities that they undertake can vary from company to company. Below is a non-exhaustive list of duties that company secretaries might typically take on.
Updating and filing with ACRA
Appointment, resignation, or death of company officers
Update of particulars of directors and secretary
Filing of Annual Returns
Amendments to the company constitution
Share allotments or share transfers
Changes in company name, registered address etc.
Maintenance and upkeep of statutory registers
Filing of signed Board Resolutions
Maintenance of minutes books (AGMs and EGMs)
Issue of shares
Maintaining registers of shares, controllers, debenture holders etc.
Distribution of Annual Report and company accounts
Preparation of board meetings and AGMs
Distributing company’s financial reports
Attendance and taking of meeting minutes
Preparation of meeting agenda
Preparation of director’s resolutions
The overseeing of voting process in a proper and democratic manner
Preparation and distribution of financial reports
Miscellaneous services
Reminders for filing deadlines
Ensure the safekeeping and proper use of the company seal
Maintaining shareholder relations
Company Secretary holds great responsibility as any failure to comply with legal obligations of the company not only lies with the company directors, the company secretary may also be held liable for the company's failure to comply with the law in some instances.
This is due to the Singapore Companies Act that recognises the independence of company directors on the company secretary for guidance on statutory compliance issues
Who can be a company secretary?
Under Section 171 of the Companies Act, a company secretary must:
Be a Singapore resident. This includes Singapore citizens or permanent residents, or someone who is an Employment Pass, S Pass, or EntrePass holder;
Possess the requisite experience, academic and professional credentials;
Not be the sole director of the company; and
Not be considered ineligible by the Registrar on the date of appointment due to being in default of any of the relevant sections of the Act.
It is also increasingly common for companies to engage the services of a corporate secretarial firm in Singapore to provide them with corporate secretarial services. A corporate secretarial firm will provide the hiring company with a named company secretary.
It is quite a common practice to have a locally resident company director to be the company secretary, but that is provided the company has more than one director.
To qualified as a locally resident company secretary, the director must have his or her usual place of residence as Singapore and may be a Singapore Citizen, Singapore Permanent Residence, an Entrepass holder or an employment pass holder (To work in the company concerned)
S Pass holders can be a company secretary but not as company director.
A company secretary must be trustworthy and competent!
Many of the compliance and reporting requirements that a company must adhere to are stipulated by law, and a failure to adhere to them is tantamount to breaking the law. This can result in detrimental consequences, including costly fines or even imprisonment.
As such, finding a company secretary that can uphold the integrity of the company and perform their duties with care is of utmost importance.
Read also: Online Corporate Secretarial Services in Singapore 2021 – How Do They Rate Against Each Other
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