According to the Accounting and Corporate Regulatory Authority (ACRA), hiring a company secretary is an essential step for every company in Singapore. There are several responsibilities of the Company Secretary towards the company. If you are also willing to know about the roles and responsibilities of the Company Secretary in Singapore, then luckily, you landed at the right place.
Here in this guide, we have included the complete details of the roles and responsibilities of the Company Secretary in Singapore. Continue reading the article to know more.
In addition to this, you can also check our company registration guide Singapore to get familiar with step by step guide to register a company in Singapore.
What does a company secretary do in Singapore?
A company secretary is one of the essential posts in any company. Company Secretary acts as a conscience seeker of the Company. A highly reputed company secretary is appointed to manage all the legal formalities of the particular firm. They are solely responsible for fulfilling all the company tax returns, advising the board of directors, maintaining all the company records, and also make sure that Company follows all the legal and statutory regulations.
Key Roles of a Singapore Company Secretary
The key roles and responsibilities of the Company Secretary in Singapore can be categorized into three different heads depending upon the heads they are answerable to:
1. Responsible to Company statutory regulations
The primary role of any company secretary in Singapore towards the company is that they make sure all the required statutory regulations are met, excellent corporate governance is maintained, and business interests of the company are consistently secured, and also needs to be physically available at the company registered office address.
2. Advisor to the Board of Directors/Company Director
The company secretary is key role towards the company director as they act as an advisor to the board of directors and gives the practical support that is required, share the time to time details with all the concerned board of directors so that depending upon the information board of directors can contribute during the board meetings.
Company Secretary consistently needs to communicate with shareholders and make sure that their interests are entirely protected; they also proclaim financial statements from time to time so that shareholders can prepare themselves to be part of the decision making at the company’s Annual General Meeting.
Additional roles of Singapore Company Secretary set by ACRA
- Properly sustain the company statutory registers and records.
- Organize for shareholder and director meeting
- The other key role of the Company secretary is to timely file all the required documents as mentioned in Singapore law.
- The company secretary also offers supervisory support during the preparation of company meetings.
- Also offers administrative and extensive legal support to the board.
- The company secretary in Singapore also assists in executing corporate strategy by ensuring that all the required board decisions are correctly implemented and communicated.
- Company Secretary in Singapore also makes sure that the company fulfills all its legal formalities.
- It is the responsibility of the Company Secretary to keep themselves updated with relevant development and changes made in statutory and regulatory obligations.
- Consistently communicate with shareholders.
In order to become a successful company secretary and make sure the company is running efficiently, the secretary has to possess the following:
- The secretary needs to take a quick decision considering the changes in the business environment.
- A sense of fairness should be an inherent quality of a Company Secretary.
- The company secretary needs to be familiar with the latest changes in the legislation concerning the company.
The monetary authority of Singapore through its code of corporate governments mentions that each company in Singapore has to specify the roles and responsibilities of the Company Secretary. According to the code, the company secretary needs to ensure the conformity of laws and regulations and must be physically available at all the board meetings to suggest the board on governance matters.
Duties of a Singapore Company Secretary
The company law in Singapore empowers distinct duties with the company secretary. Here is the checklist of primary duties of the Company Secretary along with their statutory and administrative duties.
1. Maintains the statutory registers
The company secretary should consistently maintain and update the statutory registers, including the register of charges, register of members, register of substantial shareholders, etc., as given in the company law.
2. Custody of company seal
The company secretary must keep the company seal safe under their custody and also be required to use the company seal on the documents whenever needed.
3. Manages all the notices and agenda of meetings
The company secretary is responsible for sending the notice of meetings to all the members and shareholders of the company. However, the secretary is also responsible for preparing the agenda and organizing the company meetings.
4. Follows the constitution of the company
Another main duty of the Company Secretary is to make sure that the company and its directors follow all the rules set out by the company’s constitution.
5. Managing and preparing all the company accounts
The company secretary is the only one who makes sure that all the company accounts have been maintained according to the company law provisions. Once all the accounts are prepared, the secretary needs to file the statement with the registrar.
6. Identity of the company
The Company Secretary must make sure that the company name and entity number have been written on all the company-issued notices, business letters, and other official correspondence.
7. Filing of statutory form with the registrar
The company secretary is the one who is responsible for filing required returns and statutory forms with the registrar within the given timeframe. The filing of returns and forms includes annual returns, a notice of appointment or resignation of a director, return of allotment, etc. All these filings need to be done by the Company Secretary.
8. Responsible for preparation of the minute’s meetings
Company Secretary needs to prepare the minutes of meetings which are basically the company records that need to be maintained by every company according to the Company. Minutes are an integral part of the company records.
9. Insurance for the company
It is the responsibility of the company secretary to make sure that an adequate insurance cover is provided to the company, officer, director, office, and staff.
10. Event-based compliance
Apart from all the above annual compliances and general duties of the company secretary, they are also responsible for filing the documents with the concerned authority under the following situations:
- If there is any change in the registered company office.
- If the company is hiring a new director or any director is resigning from the company.
- Increase or decrease in the share capital
- If there is a change in the company name
- Amendment to the constitution of the company
- Charge creation
Some additional duties of Company Secretary
Apart from satisfying the company law requirements, the company secretary must also carry out the following duties:
- Guide the directors in the implementation of their statutory duties in a timely manner.
- Manages the required function related to the shareholder and debenture holders of the company. Some of the functions include inviting applicants for subscription, handling the transfer process, issuing shares certificates, and making sure the dividend payment is done timely.
- The company secretary is responsible for handling all the required correspondence among the shareholders and the company. The company also set out the specific duty on the company secretary to keep the information confidential and not disclose any details in front of any shareholders.
- The company secretary is responsible for assisting the chairman in gathering the company’s meetings and arranging the meetings.
- The company secretary also grants the shareholder, members, and several other people to check the statutory registers until law restricts them.
- It is the duty of the Company Secretary to maintain transparency and accountability in the functioning of the company.
- Another additional duty of the company secretary is that they should act as cooperation among the board on the one hand and shareholders on the other.
- The company Secretary serves as the officer in charge of the entire secretarial function of the Company.
- The company secretary’s duties are also based on the specific employment contract that they have undergone with the company, and there might be additional duties that can also be added to the role. Moreover, the duty of the company secretary is based on their professional experience and qualifications. For example, suppose a secretary has accounting experience, they might be assigned the duties of looking after corporate finance and internal audit matters. Whereas, if the company secretary is highly trained, they might be assigned to manage the company’s drafting of contracts and litigation matters.
Company Secretary as a Fiduciary
As an officer hired in a fiduciary position, the secretary needs to keep the following things in mind:
- All the personal matters of the Company Secretary should not encounter with those of company.
- Company secretaries should always carry their duty with enough care and diligence.
- Company Secretary should not make any internal profit while carrying out their functions in the company.
- The company secretary should not disclose any confidential information or trade secrets they learned during their employment period. If they do so a legal action might be taken against them.
Singapore Company Secretary Powers
As per the Singapore company law, the appointed Company secretaries are provided with several powers to verify the documents or manage the several proceedings of the company. They are also granted to implement official documents with the company director with the common seal on them. However, a company director is also granted to issue the certified true copies in Singapore of the company resolution with any company director, which can be considered as evidence of passing the resolution.
Is Company Secretary mandatory in Singapore?
Yes, hiring a company secretary is mandatory in Singapore, according to Accounting and Corporate Regulatory Authority (ACRA). Also, the company secretary in Singapore must be a local resident of Singapore.
Who appoints secretary-general?
The General assembly hires the secretary-general after the recommendations of the Security Council.
Within how many days company secretary needs to be appointed after company incorporation?
The company secretary in Singapore must be appointed within six months following the date of company incorporation in Singapore.
How can I become a company secretary in Singapore?
Anyone willing to become a company secretary in Singapore must be a member of the Institute of Certified Public Accountants of Singapore (ICPAS) or have already been working as a company secretary from 3 to 5 years prior to getting hired in a public company as a company secretary.
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Whenever you are proceeding to the company registry in Singapore, appointing a company secretary is essential. No doubt hiring a company director can keep the company compliant according to the company law. But by hiring a company secretary, all the functioning of the company will be done professionally. So by referring to the above article, you might have understood the complete details regarding the duties and responsibilities of the company secretary in Singapore.
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