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Company Secretary in Singapore

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.

What is a 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.

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Which Law Appoints the Company Secretary in Singapore?

The Singapore Company Secretary is required to be appointed under the Companies (Amendment) Act 2014 Section 88. This section says that every company in Singapore must appoint one or more Company Secretaries. The position of Company Secretary can not be left vacant for more than six months. Most of the founders appoint them while incorporating their company.

Eligibility Criteria For Appointing Singapore Company Secretary

The Company law states the following eligibility criteria for Company Secretary:

The Company Secretary should be a natural person. Singapore regulations do not allow the appointment of a corporate entity as a company secretary.
Such a person should be a Resident of Singapore. Being resident means the person appointed as the company secretary in Singapore should have his/her residence in Singapore. He can be a Singapore permanent resident or a citizen.
The director of the company must ensure that the Company Secretary has the requisite experience, academic and professional qualifications.

Ineligibilities for Appointing Singapore Company Secretary

A person having a debarment order against his/her name by the Registrar on the date of appointment.
If a company has just one director, he/she cannot be appointed as Company Secretary. If a company has more than one director, one can be appointed as the company secretary in Singapore.
The company secretary can be debarred at any time by the Registrar if found violating any section of the Act.

Qualification Criteria of Singapore 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:

have been a company secretary of a company for at least three of the five years preceding appointment as company secretary in a corporate company
Or is a skilled person as per the Legal Profession Act (Cap. 161)
Or is registered public accountant as per the Accountants Act (Cap. 2)
Or is member of the Institute of Certified Public Accountants of Singapore
Or is member of the Association of the Institute of Chartered Secretaries and Administrators, Singapore
Or is member of the Association of International Accountants (Singapore Branch)
Or is a functional member of the Institute of Company Accountants, Singapore

What is the Role of the Singapore Company Secretary?

The company secretary in Singapore is mandated to perform different roled to the various statutory bodies as under:

Towards the Company

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

Towards the Company Board of Directors

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

Towards the Shareholder of the Singapore Company

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

Roles of Singapore Company Secretary, as per ACRA

To arrange meetings between the shareholders and directors.
To file all the documents with the registrar as required by law.
To provide the administrative support required in the preparation of meetings
To provide efficient legal and administrative support to the board

To ensure that the board’s decisions are properly carried out, documented and communicated by assisting in the implementation of corporate strategies
To ensure that the company fulfills all its legal obligations as per the Company law Singapore.
To remain up to date on relevant developments and changes in statutory and regulatory obligations and keep all concerned informed about them

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.

Duties of the Company Secretary in Singapore

The Company law in Singapore define certain duties of the Company Secretary which are mentioned below:

Maintenance Of Legal Documents And Registers As Per Rules Of Acra

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.

Safekeeping Of The Company Seal

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.

Arrange Meetings and Notify the Agenda

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.

Ensure the Constitution of the Company is Implemented and Abided By

The Company Secretary ensures the abidance of rules set out by the Constitution of the Company at all times.

Preparation of Singapore Company Accounts as Per Company Law

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.

Ensure the Company’s Letterhead Identity on All Correspondence

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.

Timely Submission of Legal Forms and Correspondence with Registrar

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.

Compilation of Minutes of Meeting for Company Records

Company Secretary Singapore compiles the minutes of the meetings, which is a requirement as per law. These minutes form part of the company records.

Event-Based Actions and Correspondence

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:

Alteration in the address of Company’s registered office
Appointment/Resignation of new/old director
Alteration/amendment/correction in the Singapore Company’s constitution
Modification/alteration/change in the name of the Company
While creation of the charge
While there is an increase/decrease in the share capital

Duties related to shareholders

The Company Secretary Singapore is responsible for sharing allotments, issues, and transfers and dealing with other matters affecting shareholdings and queries from shareholders

Overseas operations

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.

Why is the Company Secretary Singapore Important?

Alongside the company directors, the company secretary may also be held responsible for the company’s failure to comply with the law in a given situation because the company directors are dependant upon the company secretary for guidance on legal issues, rules and regulations and this fact is recognized by the company act of Singapore. ACRA also includes company secretaries in its definition of ‘officer,’ which means all the relevant duties and obligations bind them. Thus, the company secretary cannot ignore any instance of non-compliance and should bring it to the attention of the directors immediately.

Qualities of a Good Company Secretary in Singapore?

An efficient and successful Company Secretary not only ensures the efficient functioning of the company but also possess the following secretarial skills:

Quick at Decision Making

Company Secretary must be able to make quick decisions as per the changing business environment.

Honesty and Fair play

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.

Updated Legislative Knowledge

The Singapore company secretary should be aware of the latest developments in the field of legislation concerning the company and country i.e., Singapore.

Fiduciary Role of the Company Secretary

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’s interest and that of Singapore Company secretary should always follow the best interest of the company in a legal manner.
The Company Secretary must not overstep beyond the authority provided by law.
The Company Secretary Singapore must carry his duties with utmost care and meticulousness.
The Company Secretary must not make any hidden profit in the course of carrying out his or her functions.
The Singapore Company Secretary must remain upright in not revealing any confidential information or trade secrets learned during the employment period.
The Company Secretary is bound to be held liable in case of negligence or breach of duties.

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.

Legal Powers of a Company Secretary in Singapore

In Singapore, a company secretary is vested with the power:

to validate documents and official proceedings of the company.
to execute official documents with a company director under the common seal.
issue certified copies of company resolutions along with any one of the directors, which is considered proof of the passing of the resolution.

Company Secretary Singapore : Summary

When initiating a business company in Singapore, the employment of the Company Secretary is a crucial step. The directors of a company are required to do the business while remaining compliant with the company and country’s law. By choosing the right person as Company Secretary, they can ensure that this function is taken care of professionally and diligently. Epica is a leading firm in Singapore to provide a company secretary in Singapore for your business.