A Corporate Secretary is one of the key officers in a Singapore company. Learn what the law requires from their performance.
Section 171 of the Companies Act requires every Singapore business to have a Corporate Secretary. This crucial officer is responsible for drafting and lodging with the authorities the necessary documents required by law. The Secretary is thus in charge of the company’s compliance with the current regulation and can be held liable for the failure to comply with the law.
The Company Secretary must be appointed within the first 6 months after the business has been registered. The officer must reside in Singapore, which means he or she can be a Singapore citizen, or a holder of Permanent Pass, EntrePass, Employment Pass or Dependant’s Pass. The same person can not be a Company Secretary and a single director. However, if there is more than one director, the Secretary can combine both roles.
Apart from maintaining the necessary paperwork, the Corporate Secretary has an obligation to act in the company’s best interests and according to the law. It is their duty to identify and prevent non-compliance with the company policies or the legal framework. A failure to do so may result in severe consequences for the company and its directors, including significant fines, removal of the secretary or a director, and imprisonment. It is thus crucial to have a reliable person or employ a trustworthy agency with vast experience and a deep understanding of Singapore corporate law.
For a private company, any Singapore resident can become a Corporate Secretary. For a public company, this role can be performed by a filing agent or a qualified individual satisfying at least one of the following criteria:
- Been a secretary of a company for at least 3 of the 5 years immediately before his appointment as secretary of the public company
- Qualified person under the Legal Profession Act (Cap. 161)
- Public accountant registered under the Accountants Act (Cap. 2)
- Member of the Institute of Certified Public Accountants of Singapore
- Member of the Singapore Association of the Institute of Chartered Secretaries and Administrators
- Member of the Association of International Accountants (Singapore Branch)
- Member of the Institute of Company Accountants, Singapore
The Corporate Secretary is responsible for the company’s compliance with the law. It translates to drafting, maintaining and organizing multiple important documents. These are some of the most common and crucial of them:
Board Meetings and Annual General Meeting
The Corporate Secretary is in responsible for scheduling, organizing and maintaining the necessary protocol during the key meetings of the company.
Maintaining Statutory Registers
There are multiple registers that need to be updated according to the changes that transpire in the company. The final list may vary depending on the company profile. Here are some of the most common:
- register of directors
- register of members
- register of transfers
- register of allotments
- register of secretaries
- register of charges
Filing the annual returns and company accounts with Accounting and Corporate Regulatory Authority (ACRA) is crucial, as there are severe penalties and fines for submitting wrong data or missing the deadline.
Legal Compliance and Necessary Paperwork
As the company goes through changes, there are many steps that need to take place. It is the Corporate Secretary’s duty to identify the need for certain actions, inform the directors or shareholders as necessary, and process these changes according to the Singapore legal framework. The actions may include drafting resolutions, amending the Company Constitution, and informing ACRA on the updates in the company, such as:
- change of the registered address
- change of company name
- change of company profile
- appointment or resignation of directors
- change in directors’ details
- appointment or resignation of Secretary
- change in the secretary’s details
- changes in the share capital or distribution
- any other special resolutions
Maintaining Registered Office
Every Singapore company must have a registered address. It has to be a real place in Singapore, not just a PO box number. The address goes on all legal documents and has to be registered with ACRA. It does not have to be the place where the real office is located. A registered address can be employed as a service, with the provider receiving the correspondence, scanning, and forwarding it.