While setting up a Company in Singapore, there are several requirements that need to be adhered to, as defined in the Company Law. One of the most important of them is the appointment of a Company Secretary. This article is aimed to explain all the information related to the selection, engagement and responsibilities of the Singapore Company Secretary.
Company Secretary Singapore is a sort of legal adviser to the company and is required to make sure that the company follows the relevant rules and laws so far as company administration is concerned.
The role of Company Secretary Singapore, Chairman, and the board of directors has been defined within the framework of The Company Law Singapore. Working within the confines of the law framework the Company Secretary is responsible for keeping the everyone from Chair to the members of the board updated on their legal responsibilities towards the company the corporate governance requirements, compliance with the listing rules and in conducting the legally required meetings in a timely and appropriate manner.
It is not uncommon to see that many small companies try to appoint one of their friends or family member as a Company secretary Singapore. However, the person should really know all the legal aspects of the company administration to do his job well.
The Company law states the following eligibility criteria for Company Secretary:
The Chairman and board of directors of a Singapore company is responsible for appointing the company secretary. According to Section 171 (1AA) of the Companies Act, the company secretary in Singapore must be qualified for the job and fulfill at least one of the following criteria. These criteria are:
Ensures all legal obligations are met. Protect the business interest of the company
Ensure the practice of good corporate governance
Be present at the company’s registered office address
Serve as an advisor to the directors on company law matters
Ensures that practical support is provided for company law matters
Help the directors by sharing with them legal information in timely manner
Communicate with the shareholders and ensure that their interests are protected
To divulge the financial statements so that shareholders are prepared to take part in decision making at the company’s Annual General Meeting
The Monetary Authority of Singapore has issued a Code of Corporate Governance to layout the set of rules and regulations related to the businesses in Singapore. This code clearly states that the company, while employing a secretary in Singapore, must define the role of the Secretary clearly.
The Company Secretary in Singapore needs to maintain and update the statutory registers and documents. This includes the register of shareholders, register of charges, register of members etc. and documents like notice for transfer of shares, amendments to Constitution, notice of exclusion or letter of resignation of auditors, change in address of the registered office and any other supervisory requirement by ACRA.
The Company Secretary in Singapore has to keep the company seal under their safe custody. It is required to be used on the documents when required.
The Singapore Company Secretary is required to notify the members and shareholders about the meetings. The secretary is also responsible for preparing the agenda and organizing these meetings.
The Company Secretary ensures the abidance of rules set out by the Constitution of the Company at all times.
The Singapore Company Secretary is responsible for ensuring that the accounts of the company are prepared as per the provisions of laws. Once the accounts are ready, the Company Secretary is required to file these statements with the Registrar.
The Singapore Company Secretary is required to ensure that the company’s letterhead including the name and entity number and other necessary information is mentioned on all the notices, business letters, and other official correspondences.
The Company Secretary has to file essential documents and forms with the Registrar within the specified timeline. The Company Secretary is also responsible to file the documents like annual returns, share allotment, and appointment / resignation notices of a director.
Company Secretary Singapore compiles the minutes of the meetings, which is a requirement as per law. These minutes form part of the company records.
Company Secretary Singapore besides other annual and general duties is responsible to file certain documents as and when an event happens. Some of the situations are mentioned below:
The Company Secretary Singapore is responsible for sharing allotments, issues, and transfers and dealing with other matters affecting shareholdings and queries from shareholders
The Company Secretary in Singapore is responsible for assisting in overseas expansion of the company by way of a foreign branch. In this case, the Company secretary Singapore will be required to provide necessary government extracts to foreign authorities during the setup.
Company Secretary must be able to make quick decisions as per the changing business environment.
A good company secretary should have a sense of fairness and honesty with which he should maintain a judicious balance by taking care of the Company’s interests and abiding by the laws of the country at the same time.
The Singapore company secretary should be aware of the latest developments in the field of legislation concerning the company and country i.e., Singapore.
The company secretary in Singapore is an officer who is appointed in the capacity of a fiduciary. He must always keep the following in mind:
The company secretary comes under the definition of an “officer” as per the Companies Act. Therefore, if the company fails to comply with the laws, the company secretary Singapore can be held responsible for being negligent.
In Singapore, a company secretary is vested with the power: