In Singapore, it is mandatory for every company to have a company secretary. This individual must be a resident of Singapore. Namely, he must be either a Singapore Citizen, Singapore Permanent Resident or hold a valid pass, namely either an EntrePass, Employment Pass or an S Pass to work in that particular company. A company secretary has to be appointed within 6 months of incorporation and the company should consequently have this position filled by someone qualified at all times. A company director can double up as a company secretary if there is more than one director. I.e. the company cannot have only one person who acts as both the director and secretary. There should be at least two officers in the company.
The duties of the company secretary can be segregated into 3 categories:
1) Duties to the company
The company secretary is responsible for ensuring that all relevant statutory obligations are met. He is also responsible for ensuring good corporate governance and that the interest of the company is always protected through checks and balances. The company secretary should also be regularly present at the company’s registered office.
2) Duties to the shareholders
The company secretary is to ensure that the interests of the shareholders are protected. He will be the point of contact between the company and the shareholders. He will also ensure that the financial statements are in order and disseminate them to the shareholders in an efficient manner. He will ensure that any Annual General Meeting or Extraordinary General Meeting is conducted in a fair and compliant manner.
3) Duties to the directors
The company secretary serves as an advisor to the directors and ensures that any changes in the form of resolutions are clearly reflected and communicated to all shareholders, officers and regulatory authorities. It is important for the directors to ensure that they appoint an individual who is competent and compliant to take up the post of the company secretary.
These are the key roles of the company secretary:
- maintain the company statutory registers and records in an orderly and compliant manner
- organise shareholder and director meetings
- lodge and file in time all necessary documents required by the Companies Act or any relevant law
- provide administrative support in preparation of and during meetings
- provide comprehensive legal and administrative support to the board
- assist in the implementation of corporate strategies by ensuring that the board’s decisions are properly carried out and communicated to all shareholders and officers of the company
- ensure that the company meets all its legal obligations
- stay updated on relevant developments and changes in statutory and regulatory obligations
- communicate adequately with shareholders and ensure that their interests are well taken care of
The company secretary can also be held liable in the event that regulatory requirements are not fulfilled. ACRA’s advise on this matter is as such:
“Although the ultimate responsibility for complying with legal obligations lies with the company directors, the company secretary may also be held liable for the company’s failure to comply with the law in certain situations.”
The Companies Act recognises the dependence of company directors on the company secretary for guidance on statutory compliance issues. ACRA deems the company secretary as an officer which binds them to relevant duties and obligations. The company secretary is supposed to ensure that the company is compliant at all times and in instances when it is not, he should bring up the matter to the directors immediately.
The directors are in turn responsible for appointing a competent and qualified company secretary. Someone who can administer the company well and is familiar with ensuring good corporate governance. It is the choice of the directors to appoint the company secretary and thus they have a fiduciary responsibility to appoint someone qualified.
Singapore Secretary Services is a registered ACRA Filing Agent. Our named secretary will be a Qualified Individual (QI) who is familiar and experienced in handling corporate governance matters.
The Singapore Secretary Services Editorial Team
This article first appeared on https://singaporesecretaryservices.com/
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