The Accounting and Corporate Regulatory Authority has made it compulsory for Singapore companies to appoint a company secretary within six months of company incorporation. Section 171 of the Companies Act states that company secretaries are in charge of several reporting and administrative functions. They handle core responsibilities such as share transfer, member registration, filing annual returns, and recording and filing board resolutions.
Undoubtedly, the Companies Act demonstrates the legal framework that the corporate secretary must adhere to. It is the secretary’s sole responsibility to support the directors in ensuring that the company follows all the regulations. This article offers an overview of the importance of appointing a company secretary and highlights the officer’s roles and responsibilities.
Things to Consider Before Appointing a Company Secretary
According to Section 171 of the Companies Act, a candidate must meet a few criteria to be selected as a company secretary. The board of directors must elect a candidate who is:
- A natural person,
- A Singapore resident.
Therefore, a company secretary must be an individual human who is permanently living within the constitution of the Republic of Singapore. This can include Singapore citizens, Permanent Residents and Entrepreneur Pass holders (Singapore EntrePass).
Private companies can appoint any qualified corporate secretary candidate with a SingPass and permanently lives in Singapore. However, if a company only has one shareholder or director, the sole representative cannot be appointed as a company secretary.
The company secretary can be selected through a resolution passed by the directors. However, the directors cannot appoint someone for the role if the individual has a debarment order issued by the Registrar. Section 171 also states that the position of a company secretary can never be left vacant for more than six months at a time.
Eligibility Requirements of a Company Secretary
Every registered Singapore company must meet a few requirements when hiring a company secretary. According to the Singapore Companies Act, a potential company secretary must satisfy one or more of the following requirements:
- The candidate must be conversant with Singapore company laws and regulations. He must be a registered filing agent or a qualified individual. He must have at least three to five years of experience to be considered for a secretary role in a public company.
- The candidate must also be a public accountant under the Accountants Act.
- He should meet the standards stated in the Legal Profession Act.
- He should be a member of a professional institute such as the Singapore Association of the Institute of Chartered Secretaries and Administrators, Certified Public Accountants of Singapore, the ICA (Institute of Company Accountants) or the Association of International Accountants.
Corporate Secretary Roles and Responsibilities
The Singapore Company law outlines the specific roles and responsibilities of a secretary.
The Roles of a Company Secretary
Administrative Role
As the primary officers, company secretaries have numerous administrative functions in the office, such as ensuring timely filing of annual returns, keeping track of deadlines, and complying with ACRA-related regulations.
Maintaining and managing the share register and company shares are also administrative duties of a secretary. This enables the directors to focus on other company functions of the company.
Advisory role
Corporate secretaries possess extensive knowledge of compliance and legal frameworks, making the primary officers an essential addition to the firm’s human resources. They identify the importance of specific actions, create strategies, and communicate them with the shareholders and directors, who then make the final decision.
Company secretaries also process all changes in compliance with the Singapore Laws. Examples may include changes in the company name, company constitution amendments, appointment or resignation of the company secretary, etc.
What’s more, the top management depends on the secretary to provide practical support in the company’s operations. This includes ensuring that new directors are welcomed according to the company’s constitution and the Companies Act.
Fiduciary role
Corporate secretaries have the fiduciary role to constantly take actions in good faith and serve in a way that will prove best for the company. This involves the secretary not doing the following:
- Disclosure of any information that can lead to conflicts of interest
- Acting beyond the secretary’s authority stated by the law
- Make any secret profits when carrying out their job-specific functions
The Responsibilities of a Company Secretary
File and Update with ACRA
The corporate secretary is responsible for:
- Filing of company annual returns in a timely manner.
- Updating particulars of the company directors, including the appointment of a new director, resignation, or demise.
- Filing share allotments and share transfers.
- Filing company name changes or any alterations made in the company constitution.
Maintain and Update Statutory Registers
The secretary must ensure that the below registers are always up-to-date:
- Register of directors
- Register of secretaries
- Register of members
- Register of share allotment
The secretary must also maintain the AGM and EGM’s minute’s book and the company accounts report.
Organise AGMs and board meetings.
It is the corporate secretary’s responsibility to do the following:
- Prepare board meetings and attend them.
- Communicate the meeting agenda with the directors.
- Prepare the minutes and maintain the records as stated by the law. The minutes are a part of the annual company records.
- Distribute the financial reports of the company to respective parties.
- Track the movement of the company shareholders.
- Send reminders for different filing deadlines.
- Arrange director’s resolutions.
Other Responsibilities of the Secretary
- Maintain and update the information of the registered office. It is essential that every Singapore company has a registered address in the country. This address should be registered with ACRA and mentioned in all the legal documents. It is the responsibility of the secretary to make sure that these directives are followed.
- Custody of the official company seal. The secretary is entrusted with the safekeeping of the company seal. He must also ensure proper use of it.
- Ensure company insurance. The corporate secretary must make certain that the company has adequate insurance coverage.
- Maintain shareholder relations. It is the duty of the– The secretary bears the duty to handle correspondence between the company and the shareholders. However, no confidential information should be shared with any of the shareholders.
The responsibilities of the corporate secretary are specified, but other duties can be added based on the specific employment contract, professional qualifications, and job experience. Read more about the roles and responsibilities of a company secretary.
Procedure for Company Secretary Resignation
When a company secretary decides to resign, the company should take a few steps. They are:
- The resigning company secretary should give a resignation letter to the company’s board of directors.
- The board of directors have to pass a board resolution concurring to the corporate secretary’s resignation.
- The company will have to file a cessation of secretary with ACRA within 14 days of his resignation.
Procedure for Secretary Removal from Office
Sometimes, the company may want to remove the secretary from the office. The first step is to request the secretary to resign usually. However, if the company secretary does not cooperate, the company can evict him forcibly.
Generally, a board resolution can be used to remove a company secretary from office. Once the resolution is passed, cessation of the company secretary must be filed with the Accounting and Corporate Regulatory Authority within 14 days.
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