Roles and Responsibilities of a Company Secretary

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company secretary

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?

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

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.

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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UPDATED AS OF 17 Apr 2024
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