What is a secretary service in Singapore:
All companies incorporated in Singapore must fulfill a key requirement of appointing some sort of a secretary service 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 act as a secretary.
Secretaries are primarily responsible for administrated functions mandated by law. Thus, it is the job of the company secretary to assist the company directors.
Accounting and Corporate Regulatory Authority
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.
They must appoint one within six months of the date of its incorporation. Importantly, the appointee must be residing locally in Singapore and must not be the sole director of the company.
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
- 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 part of the Singapore Association of the Institute of Chartered Secretaries and Administrators
- a affiliate of the Association of International Accountants (Singapore Branch)
- a unit of the Institute of Company Accountants, Singapore
In addition to, given the numerous roles that company secretaries undertake, it is crucial to find a trustworthy corporate secretarial firm. They take on an extremely wide job scope, with their work ranging from reporting to updating company information on ACRA.
Also, they have to preparing an agenda for AGMs. Here are the various categories that a company secretary has:
Updating and Filing with ACRA
- Appointment, resignation or death of company officers
- Update of directors’ particulars
- 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 Secretary Service
- Reminders for filing deadlines
- Ensure the safekeeping and proper use of the Company Seal
- Monitoring shareholder register and movement of shareholders
- Maintaining shareholder relations
The importance of a Secretary Service
Furthermore, the responsibilities and roles that company secretaries play are important with regarding the legal compliance. Many of the compliance and reporting requirements are stipulated by law.
Failure to fulfil these statutory obligations may result in prosecution and penalties. According to ACRA, common offences under the Companies Act include the failure to:
- have a local registered office address;
- publish the company’s name and registration number;
- notify the ACRA of any change in the registered office address and office hours;
- a substantial shareholder to notify the company of its interests;
- notify ACRA of changes in the register of directors, managers, secretaries, and auditors;
- lodge the annual return of the company within one month from the date of the annual general meeting.
As a result, mistakes can be costly, with penalties such as fines, imprisonment and the removal of a director or company secretary. Hence, secretaries are crucial to the running of the company to uphold the integrity of the company.
Aside from handling daily operations, you must ensure that your company complies with statutory requirements under the Companies Act as well as the company’s Articles of Association.