A company secretary or corporate secretary is an officer of a company with the main responsibility to look after the administration work of the organization efficiently. They need to ensure the company’s documentation, filing, and compliance needs are met. They also serve as a mediator between directors and shareholders.

Every company in Singapore must appoint a secretary within 6 months from the date of incorporation. A company secretary should be a natural person who is currently residing in Singapore – either a citizen, a permanent resident of Singapore, or a foreigner with a valid pass. While a private limited company need not appoint a professionally qualified secretary, a public company requires to appoint one. A professionally qualified secretary can be either a lawyer, accountant, or chartered secretary.

The Importance of Having a Company Secretary

Appointing a company secretary is not just a legal requirement, he/she also plays a vital role in ensuring a company’s success. Companies look to them for guidance on issues related to corporate governance as well as to resolve any conflicts between the directors and shareholders.

Good corporate secretaries will always make sure the company is compliant and follows the best practices. They keep themselves updated with the latest policies and requirements and immediately implement them within the company. Their objective is to reduce the management’s burden and act as an advisor to them.

A corporate secretary maintains the company’s statutory registers, ensures compliance with the company’s constitution, overlooks the company’s restructuring process, and supervises the issuance of share capital. He/she also has to make sure all the requirements set by the regulatory bodies are met on time. 

Statutory Responsibilities

The corporate secretary’s responsibilities include meeting the required statutory obligations and also keeping the directors and shareholders well informed about the same. They are also expected to report any wrongdoings to the directors, and in some cases, to the concerned authorities. 

The Accounting & Corporate Regulatory Authority (ACRA) is the national regulator of public accounts, corporate service providers, and business entities in Singapore. All ACRA-related compliance work is generally taken care of by a company secretary. The following are some of the most important activities that a corporate secretary is involved in:

Preparing for the Annual General Meeting (AGM)

All companies that have been incorporated in Singapore are required to hold an Annual General Meeting (AGM), unless they are exempted from this requirement or they have dispensed with the holding of AGM. A listed company needs to hold an AGM within four months from their Financial Year End (FYE)  and a company that is not listed must do so within six months. The corporate secretary needs to make all the necessary arrangements to facilitate the AGMs. They need to manage the meeting end-to-end – pre, during, and post:

Pre-meeting:

  • Decide on the date, time, and venue for the meeting
  • Send out the notice to inform all the required attendees about the meeting
  • Prepare the agenda for the meeting
  • Make sure the necessary documents are in order before the meeting starts
  • Get the statements from the members who would be absent from the meeting but would like to cast their vote on the issues that would be discussed during the meeting.

During the Meeting:

  • Get all the attendees to sign the attendance register.
  • Make sure the meeting is going as per the agenda, and all the important information is available to the attendees.
  • Read the minutes of the last meeting and record the minutes of the current meeting along with all the decisions taken in the meeting.
  • Inform the participating members of the decision taken by the absent members through the statements provided by them.

Post-meeting

  • Prepare the minutes of the meeting and call out the action points. 
  • Send the minutes to all the members after getting it approved by the chairman.
  • Ensure all the documents are filed properly, including the ones used for the meeting.
  • Notify ACRA that the AGM has been held through Bizfile.

Filing Annual Returns

A company secretary has to make sure that the company’s annual returns are filed with ACRA within seven months for an unlisted company and within five months for a listed company from its financial year-end, along with all the relevant documents. It is mandatory for every company in Singapore to file their returns via an online portal called BizFile. 

Updating Company Details

A company secretary has to update any changes in the company’s particulars on ACRA, as well as prepare all corporate documents that are related to the change in question. Changes like changes in a company name, the registered office address, company officers, or shareholders need to be updated within the required timeframe.

If there is a change in personal particulars of a company officer or if company officers are changed, the corporate secretary must inform ACRA of the change within 14 days from the date on which the change took place. The following is a list of all the details that have to be filed with ACRA for each officer:

  • Name (deed poll must be attached)
  • Identification number
  • Nationality
  • Residential address
  • Contact number
  • Email address
  • Position held
  • The date of appointment/cessation
  • The date of birth

Note: Singapore citizens and Permanent Residents are not required to update ACRA on changes to their residential address, personal name, nationality, identification type, and number. BizFile+ will obtain the information directly from the relevant agency. For such changes, please notify the Immigration and Check Points Authority of Singapore (ICA).

 

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