Once incorporated, companies must appoint a company secretary in Singapore within six months if they don’t want to violate the Accounting and Corporate Regulatory Agency’s (ACRA) requirements for their operations. Company secretaries ensure that the companies they work for comply with regulatory requirements. They also help board members understand their roles and work within their job descriptions and powers.
Apart from death, retirement, or poor health, non-performance is why most businesses change their secretaries in Singapore. If you have to change your secretary, you must do so early to avoid missing crucial regulatory deadlines. But how do you spot an underperforming secretary early enough? Let’s consider this in the next section.
How To Spot An Unperforming Secretary Early Enough
If company secretaries display any of the traits below, it’s a sign they are not fit for the post and may need an immediate replacement. These traits include:
- They do not communicate timely and effectively.
- You have to always fact-check and follow up on every task you assign to them.
- Little or no dedication to work; you can’t reach them a minute after office hours.
- They do everything late, resulting in your company always paying fines.
- Giving inappropriate advice on regulatory matters, making your business violate compliance rules.
- They are unable to guide board members on their roles and powers effectively.
The above points are concrete enough to warrant a change of such a person. However, it will help if you do not wait until they wreak more havoc before you take the next step.
Mandatory Requirements For A Company Secretary In Singapore
Private Limited Companies only need their secretaries to meet two basic requirements. First, they must be legal residents in Singapore, and second, they must not be their company’s sole director.
The responsibilities of a company secretary are vast. Therefore, the requirements exceed those of private companies. Ideally, an appropriate candidate will be someone meeting any of these requirements:
- Someone who meets the requirements of the Legal Profession Act.
- An association member of the Singapore Association of the Institute of Chartered Secretaries and Administrators (SAICSA).
- A fellow of the Institute of Certified Public Accountants of Singapore.
- A registered public accountant in good standing as per the Accountants Act.
Given the job description of a corporate secretary, such a person must be conversant with accounting principles and the Singapore Companies Act. That is why a lawyer or accountant is preferable to other professions when filling this post. Better still if you can find someone with a SAICSA qualification, considering that this is Singapore’s governing body for corporate secretaries.
Things To Note Before Changing A Company Secretary In Singapore
Before diving into the procedures for appointing a new company secretary, it’s important to emphasise that attention must be paid to the timing of this action. Given that the incumbent secretary may not want to resign voluntarily, companies must avoid taking this action close to some regulatory deadlines. These include:
- Deadlines for holding their Annual General Meeting (AGM).
- Deadlines for finalising and preparing their audited reports.
- Deadlines for submitting their Annual Return to ACRA.
If your company has at least a month before these deadlines, it can safely proceed to carry out the change. Besides, it is best to have a new replacement on hand before relieving the existing one of their job. The new person can help facilitate the process of changing the current secretary as well.
Procedures For Changing A Company Secretary In Singapore
The first important step in changing your company secretary is to try to get them to resign voluntarily. This approach is the best, as it will save precious time and facilitate a smooth transition for the replacement. However, if it is impossible to get the existing secretary to resign willingly, the board of directors or whoever has the power can terminate their appointment.
The next step is to notify ACRA of the change and file the necessary documents. The new secretary can assist in this regard, and the required documents are as follows:
- Resignation letter or letter of termination of employment of the previous secretary.
- Directors’ Resolutions in Writing (DRIW) containing the previous secretary’s termination of employment or resignation and the appointment of a new one.
- Form 45B, where the new secretary indicates their willingness to accept the role.
- Lodgement with ACRA indicating the resignation or termination of appointment of the previous secretary.
Based on Singapore’s Companies Act, companies cannot leave the secretary position vacant for more than 30 days at a time. That is why termination or resignation and appointment should take place simultaneously. Companies must also update their books and keep accurate records to forestall getting into a messy legal battle.
Company Secretary: Why You Must Get It Right
When a registered business violates any government regulation, the stakeholders that often bear the brunt are the company and its directors. Apart from the hefty sums always involved in settling non-compliance issues, the company’s public perception might suffer some damage, especially regarding its shareholders.
Going by ACRA’s guidelines, it is incumbent on the directors of companies to appoint a competent secretary to represent their interests. A sound choice will put everyone’s mind at rest, and the company can direct its efforts on fulfilling its other obligations. And the good thing is that Singapore has abundant talents in this regard to fill up such existing positions. Here are some key factors you should consider while selecting a company secretary for your company.
Company secretaries in Singapore are as crucial as their level of efficiency is. It is within the rights of any company to sack a non-performing employee and replace them with a better choice.
It is best to inform a soon-to-be-retrenched secretary ahead so they can process the news in their minds. In addition, telling them beforehand would allow them to be more composed and carry out tasks such as preparing the necessary documents.
To avoid repeating the same mistake of hiring a misfit, you may want to consider engaging professional company secretaries to manage all the statutory requirements for you – it will be worth the time and money you might demand.