Overview: Company Secretary in Singapore
According to the official Singapore’s company Law, every firm mandatorily will have to hire a company secretary within 6 months of registering their company in Singapore. It is the responsibility of a company secretary to ensure that the firm is following all the regulations and legislation. With the help of a company secretary, the board members also are kept informed of their official duties towards the firm. The legal parameters that determine how the Secretary and the directors must do their business are set forth in the Company Law.
The company secretary can also be defined as the compliance officer of the company in Singapore. The company secretary has the responsibility of advising the board and the Chairman of the firm about their responsibilities as mentioned under the law, agreement with the listing rules, the company governance needs, and in hosting the official meetings from time to time, and in an organized manner.
This article will give you comprehensive information company secretary in Singapore, including their roles and responsibilities, qualifications, and advantages.
Qualifications of A Resident Company Secretary in Singapore
The qualifications needed for a company secretary in Singapore are as follows:
- The company secretary should be a natural individual.
- After the incorporation, in 6 months, the company secretary in Singapore should be recruited.
- The company secretary in Singapore must be a Singapore permanent resident or an EntrePass holder.
- The recruited company secretary in Singapore should have the needed skills to take forward the important responsibilities of a company secretary, that come under the Companies Act. If the secretary fails to do his/her job, the firm’s failure in complying with the laws will be counted as the responsibility of the company secretary.
The firm directors should ensure that the company secretary they are hiring has the required experience and possesses the needed professional and academic qualifications.
A person not eligible to become a company secretary in Singapore is the one who is:
- Any debarred office secretary – In case of a debarment letter against any individual through the Registrar, his/her chance of becoming the company secretary is Singapore turn nil.
- Any sole director of a private limited firm – Similarly, a director of the firm can’t apply for the role of the company secretary in Singapore.
How to Appoint a Company Secretary in Singapore?
A Singaporean firm has to designate a company secretary within six months following the date of its establishment. Corresponding to this, an established business must make sure the post of company secretary doesn’t go unoccupied for a period of time exceeding six months. A fine of as much as $1,000 could be imposed on the directors if this post is unfilled for an extended period of time.
- Before hiring a company secretary, it is necessary to determine their eligibility. A natural person with a primary residence in Singapore is required for the position of company secretary. They ought to be equipped with the skills and knowledge required to carry out their duties successfully.
- A corporation can designate a company secretary through a vote of the corporate directors, commonly referred to as a director or board resolution. Additionally, the chosen company secretary must complete a form 45B which serves as consent to act as secretary.
- Lastly, the Accounting and Corporate Regulatory Authority (ACRA) must be notified of the company secretary’s appointment no later than six months after the firm’s establishment. The internet-based filing platform of the ACRA, BizFile can be used for this purpose.
Roles Of A Company Secretary In Singapore
Over time, the roles of an office secretary have gone through a series of modifications. The place of a Company Secretary in Singapore is an official requirement. Not only is it mandatory to hire a Company Secretary, but it also helps in maintaining great business governance in the firm.
The roles of a Company Secretary in Singapore can be further explained by the below-mentioned points:
Advising the Directors
A company secretary is more like an advisor to the directors. It is the secretary that ensures who is being added to the board of directors in the firm. The directors are made aware of their duties by the company secretary.
Compliance With the Laws
The Companies Act comprises some laws which have to be followed in any case. So, it is the job of the company secretary to check that the firm operations are taking place in compliance with Singapore company laws. The knowledge of corporate governance and business ethics is provided by the company secretary.
Maintaining contact with shareholders
The stakeholders first get in touch with the company secretary because he/she is the one who maintains the closest contact with the board of directors. So, the company secretary can ensure that the board discusses the issue in their next meeting.
Responsibilities Of A Company Secretary In Singapore
The responsibilities of a company secretary in Singapore are as follows:
Statutory Register Maintenance
The Office Secretary is required by law to keep and revise legal registers like the record of majority investors, register of payments, and register of employees.
The Firm Seal’s Possession
The office secretary is responsible for keeping the business seal secure and using it on documentation as needed.
Meeting Notice And Agenda
The notifications of meetings must be sent to the employees and stockholders by the Office Secretary. The Secretary is also responsible for preparing the program and scheduling these sessions.
Support the Company’s Law
The Office Secretary is responsible for ensuring that the organization and its directors obey the guidelines outlined in the firm’s constitution on all occasions.
Accounting Preparation
The Office Secretary is responsible for ensuring that the firm’s statements are produced by the stipulations of the Company Law. The Secretary must then file these declarations with the Registrar once they have been completed.
The Company’s Identification
On all letters, trade letters, and other formal communique, the Secretary must include the firm’s name and organization number.
Compulsory Form Filing With The Registrar
Within the timeframe indicated, the Office Secretary must file all required rates of return and documents with the Registrar. The company secretary is also responsible for the company’s annual filing and papers such as Annual Returns, report of issuance of shares, and notification of nomination or retirement of a member of the directorial board.
Preparation of Meeting Minutes
The Firm Secretary is responsible for preparing minutes of meetings, which are legal documents that the corporate must keep. These minutes are kept in the firm’s files.
The Company’s Insurance
The Firm Secretary is responsible for ensuring that the business, directors, executives, and staff and personnel are all covered by proper insurance.
Conformance Based On Events
A Firm Secretary’s responsibilities include filing paperwork with regulators in the following instances, in addition to annual compliance requirements and basic duties:
- Alteration of the firm’s registered firm
- A new director is appointed, or an existing director resigns.
- The Firm’s Constitution amendment.
- Creating a charge
- Business name change
- Share capital growth or decline
Other Responsibilities
In addition to compliance with company legislation, the Company Secretary has the below-mentioned responsibilities:
- Aids the chairman in calling the firm’s meetings and preparing for them.
- Assists the board in meeting their statutory obligations on a timely basis.
- Performs appropriate stockholder and debenture holder-related tasks. These responsibilities include producing share certificates, soliciting candidates to subscribe, managing the transfer procedure, and guaranteeing dividend payments are made on schedule.
- Manages the company’s communication with its shareholders. The firm also requires the Firm Secretary not to reveal any of the firm’s confidential details to any of the stockholders.
Benefits of Company Secretary in Singapore
- Simple and convenient: Finding a qualified company secretary for your business eliminates the stress of selecting the perfect individual for the position. The hiring procedure is lengthy and arduous, and employees are not obliged to remain or maximize professionalism for the duration of their employment.
- Authenticity: By outsourcing the work to a local company, you can assure that your projects meet a set of standard requirements and adhere to the tight guidelines established by Singapore’s government. You won’t be worried about penalties for non-compliance, delayed document delivery, or false reports if you hire well-trained company secretaries.
- Continuous dependability: Finding company secretaries for your business will no longer be tough with well-trained pros responding to your requirements. Company Secretaries will be successful in finding gaps and inadequacies in the corporation that will lead to rising quicker than ever before and obtaining superior levels of productivity by obtaining tax benefits, reducing unnecessary expenses, or providing valuable advice to assist your firm to improve even further.
Removing a Company Secretary in Singapore
The ideal way for removing a company secretary in Singapore is to demand the resignation of the corporate secretary. The corporation has the right to forcibly remove the corporate secretary if the secretary doesn’t cooperate with the decision of the corporation.
- In most cases, a firm may remove a company secretary by calling a meeting and passing a board resolution.
- After approval of the resolution, a written notice must be given to the company secretary of their dismissal.
- The corporation is required to file the pertinent notification with ACRA within 14 days of the dismissal. This is possible to be accomplished via Bizfile which is the internet filing platform provided by ACRA.
Conclusion
The nomination of a company secretary is a crucial stage in the development of the firm in Singapore. In Singapore, every business is required to employ a company secretary within six months of its incorporation. According to the company legislation, the directors could be fined up to $1,000 for neglecting to designate a company secretary.
It is crucial to check that a secretary has the required credentials before hiring them, though. The duties carried out by a company secretary are of utmost importance to the organization since they include serving as a fiduciary to the corporation, a point of contact to the investors, and a director’s counselor.
Contact our specialists at odint Consulting if you wish to hire a business secretary. Our professionals will assist you in choosing a secretary who is capable and possesses the necessary knowledge and abilities.
FAQ’s
A public firm’s Company Secretary must have at least one of these three credentials, according to Section 171(1AB):
- A qualified person under the Legal Profession Act (Cap. 161)
- An accountant registered with the Institute of Certified Public Accountants of Singapore
- A member of the SAICSA (“Singapore Association of the Institute of Chartered Secretaries and Administrators”)
The corporate secretary acts as a director’s counsellor, a point of contact for investors, and a fiduciary for the corporation. All legal documents and conformity will be handled by a corporate secretary.
Yes, in Singapore, businesses have six months following their date of formation to designate a corporate secretary. The directors could be fined up to $1,000 if this post remains unfilled for over a period of six months.
Statements, debentures, identities of executives, share capital, and specifics of any possible charges are not available for public view for private limited corporations. Investors, on the other hand, have access to some information.
