After the company is established, it is necessary to hire a company secretary within 6 months. So what are the duties and functions of the company secretary?
What are the duties of the company secretary?
The company secretary is an employee of the company and is responsible for all necessary documents for internal compliance and legal requirements. Such as issuing company resolutions, managing regulatory documents, maintaining company books, etc. The company secretary and directors share certain legal obligations. If any misconduct or non-compliance is found, the company secretary has the responsibility to notify the directors immediately, and in some cases may also submit a report to the authorities.
Do I need a company secretary?
Yes, every Singaporean company must have at least one company secretary. At any time, the position shall not be vacant for more than six months. So once you set up a company, you need to hire a suitable person to take up this important position within 6 months.
What qualifications must a company secretary have?
The company secretary of a private company must be a resident of Singapore and not prohibited by section 155B from serving as a company secretary. The company secretary of a listed company has more requirements. The company secretary of a listed company must have the experience of recent years and comply with the provisions of the "Law of Professional Law" and "Accounting Law", and must also be a member of 4 professional associations (one).
Can I be the company secretary myself?
Yes, but you need to meet the following conditions:
- You must be a Singapore citizen, permanent resident or EntrePass holder
- You are not banned from being a secretary
- If your company has only one director, you cannot be a director and company secretary at the same time
If you really act as a company secretary, please remember that this is not a rigid technical job. You need to bear a lot of responsibility, responsible for important deadlines and documents, any errors may cost you and the company.
What documents does the company secretary need to prepare?
Usually, the company secretary will track company changes and report to ACRA within a specific timetable. When you change the director, auditor, company secretary, shareholder, your share capital or company name, the company secretary will send a notice to ACRA. The company secretary must also maintain certain statutory registers, such as the company employee register, company member register, charge register, controller register, acting director register, etc. The company secretary is also responsible for preparing and recording board meetings and annual general meeting (AGM), official letters, and other matters that may be designated by the directors.
What penalties will I receive if the company secretary fails to perform his duties?
It depends on the specific error situation. For example, if the annual general meeting is not held in time, the fine will be up to 300 SGD/chapter (based on the number of chapters in the violating Company Law). In mid-2018, a director was fined by the ACRA for a total of S$57,000 for failing to hold an annual shareholder meeting for the 19 companies under his name and failing to submit an annual report.
How to change the company secretary?
First, you need to have good reasons, such as the lack of professionalism of the current company secretary, excessive costs or failure to perform duties. Second, make sure that changing the company secretary does not affect important deadlines, such as submitting documents to ACRA or preparing for the annual general meeting. Assuming your financial year ends on December 31, and your annual shareholders meeting is scheduled to be held on June 30, it is best not to change the company secretary later than April or early May, or you can The company secretary will be replaced immediately in July after the conference. Otherwise, you may cause the company to face fines and penalties.
The procedure for changing the company secretary is simple: the secretary signs the resignation letter, the director approves and notifies ACRA. Normally, the new company secretary will be responsible for these matters, including notifying ACRA of the appointment of the new company secretary.
How much does it cost to hire a company secretary?
Company secretarial services are usually provided by local agents, with prices ranging from SGD 300 to SGD 2000 per year. Fees usually depend on the services included, including: fixed fees for regular duties and additional fees for additional resolutions. If your company needs to make a large number of staff changes, register changes or share-related changes, then it is best to choose a service package that contains unlimited resolutions.