Company Secretary in Singapore
In Singapore, a Company Secretary is vital for ensuring corporate compliance and guiding directors on governance matters. This role has gained even more significance with recent government efforts to tighten oversight due to high-profile money laundering cases.
Choosing a well-established Company Secretary like Heysara is a strategic decision that can provide peace of mind, knowing that your company’s corporate governance and compliance needs are handled by professionals who are up-to-date with the latest regulatory changes and best practices in the industry.
Why Do You Need Hire A Company Secretary?
What Does Singapore Corporate Secretarial Services Include?
1
Filings with the Accounting and Corporate Regulatory Authority (ACRA)
- Filing notices of appointment, removal, and resignation of various company officers such as directors, CEOs, company secretary or auditors
- Preparing and filing annual return filings
- Filing changes in company related information such as Company Name, Nature of Business, Financial Year-end, etc.
- Filing changes in share related transactions such as increase in Share Capital, Share Transfers, Capital Reduction, etc
- Filling changes of company officer particulars such as their name, address, contact numbers, etc
2
Maintaining statutory registers
- Register of Substantial Shareholders
- Register of Company Charges
- Register of Directors, Secretaries, CEOs and Auditors
- Register of Nominee Directors
- Register of Directors’ Interests in Shares and Debentures
- Register of Registrable Controllers
- Register of Nominee Shareholders
- Register of Debenture Holders
- Minutes book
3
Board meetings
- Advise directors on the issues to be discussed in the meeting
- Prepare and distribute the necessary and documents
- Attend meeting and record meeting minutes
- Prepare board resolutions and certify copies of minutes
4
Annual general meetings (AGM) or Extraordinary General Meeting (EGM)
- Prepare and issue meeting notices to shareholders
- Prepare meeting agendas
- Prepare and distribute financial reports
- Ensure that voting is carried out properly
5
Other duties
- To be appointed as the Named Secretary of the company with ACRA.
- Conduct regular due diligence and KYC exercise on the company officers.
- Assist in the maintenance or administration of the Company Corporate Pass (CorpPass) Account.
- Assist in the registration of Company Data Protection Officer (DPO)
- Provide regular advisory on compliance matters to the Board of Directors.
- Ensure the safe custody and proper use of the company seal
- Handle the correspondence between the shareholders and the company
- Remind the directors to carry out their statutory duties in a timely manner.
Who can be a Company Secretary in Singapore?
According to the Companies Act, a Singapore company secretary is required to fulfill the following criteria:
Proficiency in Singapore Company Law
Singapore Residency Requirement
Local Residency in Singapore
Comparison table for our 3 secretary plans
DIGITAL
PLUS
PRIME
Annual Return Filing
- +$200
- +$60
- +$60
- Mobile app to raise service request
- General Email & General WhatsApp for Enquiries
- Private WhatsApp & phone calls
- WeChat support
- Competency level of Secretary Staff
- Dedicated Client Account Manager
- Annual CorpPass Administration
- Basic Tax Planning and Advisory
- Junior – Mid
- Mid – Senior
- Senior
Document Signatory
- e-Signature (via our Secretary App or Hello-Sign)
- Traditional paper-based Signature
Service Level Agreement
- Extended support hours
- Priority response time
Other Benefits
- Free Office Lounge Usage
- Free 1st Year Email Hosting
Qualifications of a Secretary for a Public Company
A public company secretary in Singapore must satisfy at least one of the following conditions:
✔️Prior service as a company secretary for a minimum of 3 out of the 5 years immediately before taking on the role of secretary in the public company.
✔️Possession of qualifications in accordance with the Legal Profession Act.
✔️Registration as a public accountant under the provisions of the Accountants Act.
✔️Membership in the Institute of Certified Public Accountants of Singapore.
✔️Affiliation with the Singapore Association of the Institute of Chartered Secretaries and Administrators.
✔️Membership in the Association of International Accountants.
✔️Inclusion as a member of the Institute of Company Accountants, Singapore.
Who does not NOT qualify to be a Company Secretary?
The Companies Act also specifies circumstances in which an individual is disqualified from serving as a corporate secretary.
✔️The sole director of a company is ineligible to serve as a corporate secretary:
In many instances, a Singaporean company with a sole director will appoint its corporate service provider as the named corporate secretary to meet this requirement.
✔️Debarment of the company secretary:
Debarment pertains to a scenario in which the Singaporean government revokes an individual’s rights to act as a company secretary. Company secretaries can face debarment if they have previous violations or disqualification from the government.
Appointment of a Company Secretary in Singapore
Removal of a Company Secretary
Resignation of a Company Secretary
When a corporate secretary in Singapore decides to resign, the company should follow these steps:
1. The departing corporate secretary to provide a formal resignation letter.
2. The board of directors to pass a board resolution acknowledging the resignation and officially relieving the company secretary of their duties.
3. The company to submit a notice of the Resignation of the company secretary to ACRA via BizFile within a 14-day following the resignation.
You get a convenient platform forever and for free to store your business docs securely, find company data, and get advice whenever you need
Organisation of Documents
Timely Reminders of deadlines
Adding in the human touch
24/7 round the clock open communication
Frequently Asked Questions
Company secretary (or corporate secretarial) is responsible for the administrative work of a company, ranging from reporting and updating of company information on ACRA to preparing the agenda for annual general meetings (AGMs) and recording minutes of the AGM.
Here are the corporate secretary’s roles and responsibilities:
- Updating and filing with ACRA
- Maintenance and upkeep of statutory registers
- Preparation of board meetings and AGMs
- Miscellaneous services like:
- Reminders of filing deadlines
- Ensure the safekeeping and proper use of the company seal
- Monitoring shareholder register and movement of shareholders
- Maintaining shareholder relations
A company secretary is an officer of a company who manages all the statutory requirements of a business and acts as an advisor to the directors and the shareholders of a company.
A person should meet the following conditions to be appointed as a company secretary:
- Should be a natural person,
- Should be a resident of Singapore,
- Should not have been debarred under section 155B from acting as secretary of the company,
- Should not be a sole director of the company,
- Should have the following qualifications:
- For a private company, the individual need not be a professionally qualified secretary.
- For a public company, the individual needs to be a professionally qualified secretary like a lawyer, accountant, or chartered secretary, or been a secretary of a public company for at least 3 years in the preceding 5 years.
A foreigner residing in Singapore can also be appointed as a company secretary, provided they have a valid work visa. The company would either need to sponsor an Employment Pass (EP) or an S Pass for the foreigner to work for them or hire an EnterPass holder for the position.
Every business entity, except for a Sole Proprietorship, Limited Partnership (LP), and Limited Liability Partnership (LLP), is required to appoint a corporate secretary in Singapore. Companies should also note that the position of a company secretary cannot be left vacant for more than 6 months.
Find out more on how to appoint a company secretary here.
The company secretary has to ensure that a company’s documentation, annual filing, and other statutory needs are in place. Their takes vary from company to company, but some of the basic ones include:
- Maintaining and updating company registers
- Preparing the books of accounts
- Organizing the Annual General Meeting (AGM) and other board meetings
- Making and circulating the minutes of the meetings (MOM)
- Keeping the directors aware of the tasks they need to perform and the deadlines for the same
- Filing the annual returns
- Updating any changes in the company’s particulars on ACRA via BizFile
- Updating company’s officers’ details on ACRA
- Making sure there is enough insurance cover for the company, office, directors, and other officers and staff.
- Corresponding with the shareholder and addressing their queries.
Today, the company secretary is supposed to do much more than what is mentioned in their contract. They are expected to act as an advisor to the management. And also, in case of any issues between the shareholders and the directors, resolve them. That’s why appointing an accomplished and qualified company secretary is a must.
A good corporate secretary would always be proactive and keep themselves updated with all the new rules and regulations. They should be able to advise the management on matters related to human resources matters, bank loans, mergers and acquisitions, and if legally trained, on legal matters as well.
It is also the secretary’s responsibility to be trustworthy and act in the best interest of the company. That is why it is crucial to select the best corpsec services provider there is. There shouldn’t be any conflict of interest and he/she shouldn’t make any illegal profits in the name of the company or by disclosing the company’s confidential details.
There are a lot of vital statutory tasks that a company needs to do that can get overlooked when one is busy accomplishing their business priorities. The company secretary takes care of all these jobs and ensures the company doesn’t default on this front. The role of the corpsec in compliance is vital. For some, it might feel like a financial burden to hire another headcount, but it’s actually a long-term investment. ACRA too recognized the importance of hiring a corporate secretary and hence made it a mandate. They are ensuring that the companies stay compliant and safeguard the interests of the stakeholders of the company. Also, while the final responsibility for complying with legal obligations lies with the company directors, ACRA holds the company secretary equally responsible for non-compliance.
Switching your company secretary to HeySara is a straightforward process. The best part? You won’t need to lift a finger! We handle the entire transfer seamlessly, understanding the essential role of a company secretary in your business.
Rest assured, we’ll contact your current secretarial provider, manage all document transfers, and complete the required paperwork on your behalf. Even if your former secretary doesn’t respond, we’ve got you covered. We’ll prepare the necessary removal documents for your signature, ensuring a smooth transition. So sit back and relax, knowing that HeySara confidently manages your corporate secretarial work.
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