post-title What does a secretary service in Singapore

What does a secretary service in Singapore

What does a secretary service in Singapore

What does a secretary service in Singapore

What does a secretary service in Singapore

All companies incorporated in Singapore must fulfill a key requirement of appointing a company secretary who must be a resident of Singapore.

If the company has only one director, he cannot act as a company secretary. However, if the company has more than one director, one of the directors can also act as company secretary. Even though the Singapore Companies Act doesn’t define the role, duties and responsibilities of a company secretary, he or she is the officer primarily responsible for administrative and reporting functions mandated by law. Thus, it is the job of the company secretary to assist the company directors in ensuring that the company meets all its regulatory obligations.

The Accounting and Corporate Regulatory Authority (ACRA), which is the national regulator of business entities and public accountants, mandates that every company must appoint a company secretary within six months of the date of its incorporation. Importantly, the appointee must be residing locally in Singapore and he or she must not be the sole director of the company. It is possible for a locally resident company director to also be the company secretary, but only when the company has more than one director.

The Companies Act, Section 171 (1AA), dictates that a company secretary of a public company in Singapore must be suitably qualified, and has to satisfy at least one of these criteria:

  • has been a company secretary of a company for at least three of the five years immediately before his appointment as company secretary of the public company
  • a qualified person under the Legal Profession Act (Cap. 161)
  • a public accountant registered under the Accountants Act (Cap. 2)
  • a member of the Institute of Certified Public Accountants of Singapore
  • a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators
  • a member of the Association of International Accountants (Singapore Branch)
  • a member of the Institute of Company Accountants, Singapore

 

 

Given the numerous roles that company secretaries undertake in your company, finding a competent and trustworthy corporate secretarial firm is definitely an important process. Company secretaries take on an extremely wide job scope, with their work ranging from reporting and updating of company information on ACRA to preparing the agenda for AGMs for the CEO. Here are the various categories that are used to broadly organize the typical responsibilities of a company secretary:

 

Updating and Filing with ACRA

  • Appointment, resignation or death of company officers
  • Update of directors’ particulars
  • Filing of Annual Returns
  • Amendments to the Company Constitution
  • Share allotments or transfers
  • Changes in company name

                          

Maintenance and Upkeep of Statutory Registers

  • Filing of signed Board Resolutions
  • Maintenance of Minutes Book (AGMs and EGMs)
  • Issue of shares
  • 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

Miscellaneous Services

  • Reminders for filing deadlines
  • Ensure the safekeeping and proper use of the Company Seal
  • Monitoring shareholder register and movement of shareholders
  • Maintaining shareholder relations

 

 

Importance of Company Secretaries

The responsibilities and roles that company secretaries play are important with regard to legal compliance because a failure to perform these duties adequately can have many severe consequences for you and your company. Many of the compliance and reporting requirements are stipulated by law, and a failure to adhere to them is equivalent to breaking the law.  Failure to fulfil these statutory obligations may result in prosecution and penalties. According to ACRA, common offences under the Companies Act include:

  • Failure to have a local registered office address;
  • Failure to publish the company’s name and registration number;
  • Failure to notify the ACRA of any change in the registered office address and office hours;
  • Failure of substantial shareholder to notify the company of its interests;
  • Failure to notify ACRA of changes in the register of directors, managers, secretaries, and auditors;
  • Failure to lodge the annual return of the company within one month from the date of holding the annual general meeting.

 

Mistakes made in this field can be costly, with penalties such as fines, imprisonment and the removal of a director or company secretary from his/her appointment. Hence, company secretaries are crucial to the running of the company as well as to uphold the integrity of the company in the legal and compliance matters. So, starting and operating a business can be challenging. Aside from handling daily operations, you must also ensure that your company complies with statutory requirements under the Companies Act as well as the company’s Articles of Association.

 

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