在新加坡,公司秘书的作用和职责

The company secretary is one of the main executives of the Singapore company. Let's take a look at the legal requirements for company secretaries.

Section 171 of the Company Law stipulates that every Singaporean company must have a company secretary. The company secretary is responsible for drafting and submitting the necessary documents required by law to the authorities. Therefore, the secretary is responsible for helping the company comply with current regulations and assumes responsibility when the company violates the law.

The company secretary must be appointed within 6 months of company registration. The company secretary must reside in Singapore, which means that the company secretary can be a Singapore citizen or a holder of Permanent Pass, EntrePass, EP or DP. If the company has only one director, the director cannot be the company secretary at the same time. If the company has two or more directors, the directors can also serve as company secretaries.

The role of company secretary

In addition to completing the necessary paperwork, the company secretary has an obligation to act in accordance with the company's best interests and laws. The company secretary is responsible for identifying and preventing any violation of company policies or laws. If the company secretary fails to identify and prevent violations of company policies or laws, the company and its directors may face serious consequences, including large fines, dismissal of the company secretary or The director even went to jail. Therefore, it is essential to hire a trusted agent who has extensive experience and a deep understanding of Singapore’s corporate law or has a reliable individual.

Company Secretary's request

For private companies, any Singapore resident can act as company secretary. For listed companies, the company secretary may be the filing agent or a qualified individual who meets one of the following conditions:

  • At least 3 of the 5 years before being appointed as the company secretary of the listed company
  • Compliant with the provisions of the Legal Profession Law (Chapter 161)
  • Certified public accountant in compliance with the provisions of the Accounting Law (Chapter 2)
  • Member of the Singapore Institute of Certified Public Accountants
  • Member of Singapore Institute of Chartered Secretaries and Administrators
  • Member of the International Association of Accountants (Singapore Branch)
  • Member of the Institute of Company Accountants, Singapore

Company Secretary's Responsibilities

The company secretary is responsible for making the company comply with the law. That is responsible for drafting, maintaining and organizing multiple important documents. Here are some of the most common and important documents:

Board meeting and annual shareholders meeting

The company secretary is responsible for arranging, organizing and maintaining the necessary agreements during important company meetings.

There are multiple registries that need to be updated according to changes in the company. The actual register list may vary from company to company. Here are some of the most common registers:

  • Register of Directors
  • Register of Company Members
  • Share transfer register
  • Share allocation register
  • Secretary Register
  • Charge register

Annual filing

It is very important to submit annual reports and company financial statements to the Accounting and Enterprise Administration (ACRA). Wrong submissions or missing deadlines will result in severe penalties and fines.

Compliance with laws and necessary paperwork

As the company changes, many measures need to be taken. The company secretary is responsible for clarifying the necessity of certain actions, notifying directors or shareholders if necessary, and handling these changes in accordance with the Singapore legal framework, including drafting resolutions, amending the company's articles of association, and notifying ACRA of relevant company changes, such as:

  • Change of registered address
  • Company name change
  • Company profile change
  • Appointment or resignation of director
  • Change of director's details
  • Appointment or departure of company secretary
  • Change of company secretary details
  • Changes in share capital or equity allocation
  • Any other special resolution

Maintain registered address

Every Singapore company must have a registered address. The registered address must be a real address in Singapore, not just a mailbox number. The registered address will be used in all legal documents and must be registered with ACRA. The registered address need not be a real office location. You can use the registered address service, where the service provider receives letters, scans and forwards the letters.

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