Whether you are in process of incorporating company in Singapore or you have registered a Singapore company, one of the key requirements for all companies incorporated in Singapore is to have a company secretary who must be a resident of Singapore. Company secretary in Singapore is the primary person or officer responsible for administrative and reporting functions mandated by law. It is therefore the job of company secretary to ensure that the Singapore company he is responsible for meets all the regulatory obligations.
As per law, every Singapore company has to appoint company secretary within 6 month of its incorporation.
As the company secretary is such a key position in a company, the following are 5 reasons why you need to appoint company secretary in Singapore. These reasons are important for companies and individuals who want to incorporate company in Singapore.
1. MANDATORY AS PER LAW
The Accounting and Corporate Regulatory Authority (ACRA), which is the national regulator of business entities and public accountants, mandates that every company must appoint a company secretary within six months of the date of its incorporation.
This person must be a Singapore resident and cannot be a sole director of company.
It is possible for a local resident company director to also be the company secretary, but only when the company has more than one director.
2. A COMPANY SECRETARY IS RESPONSIBLE IF COMPANY FAILS TO COMPLY WITH LAWS
According to ACRA website, “The Secretary may also be held liable for the company's failure to comply with the law in certain situations.”
In this very case, the secretary holds the highest standard of responsibility and care towards its directors. He or she has a fiduciary duty to keep the directors updated of changes on Singapore’s Companies Act, all the statutory requirements and compliance requirements of the company as well as the deadlines associating with them.
3. A COMPANY SECRETARY PLAY KEY ROLES TO STAKEHOLDERS IN THE COMPANY
Company secretary of a Singapore company plays extremely vital and key role, not only in the context of being responsible for regulatory compliance but in terms of being answerable to the company, directors as well as shareholders.
To company: ensures all relevant statutory obligations are met, business interest of the company is always protected and good corporate governance is practiced.
To company directors: serves as an adviser to the directors and provide any practical support that is needed; share timely information with all the directors so that they can contribute fully during the board meetings.
To company shareholders: regularly communicate with the shareholders and ensure their interests are protected; timely disseminate financial statements so that shareholders are prepared to take part in decision making at the company’s Annual General Meeting.
4. A COMPANY SECRETARY'S DUTIES AS PER LAW
There are several duties of company secretary in Singapore which are obligatory to be complied and a Singapore company secretary is therefore necessarily required to exercise them:
- Statutory compliance with ACRA – filing of the company’s annual accounts on time and maintaining the necessary registers; notice of share transfers, amendments to MAA, notice of removal or resignation of auditors, change of registered office address and any other regulatory requirement by ACRA
- Board meetings – organize these meetings and facilitate the company’s formal decision making process
- General meetings – arrange for the Annual General Meetings in compliance with the Companies Act and the company’s constitution
- Memorandum & Articles of Association (MAA) – ensure that the company and the board of directors comply with this at all times
- Duties related to shareholders – supervise share allotments, issues and transfers and deal with other matters affecting shareholdings and queries from shareholders
- Duties related to non-executive company directors – act as a channel of communication and information for them
- Corporate governance – assist the company directors in implementing good corporate governance practices
- Company seal – ensure the safe custody of company seal
- Company identity – ensure that all business letters, notices and other official publications of the company carry the name of the company and Unique Entity Number
- Overseas operations – supervise the establishment of overseas operations of the company according to proper procedures and laws
- Acquisitions and disposals – ensure all acquisitions, restructuring, mergers and amalgamations are implemented with the company’s best interests in mind
In addition to this, Singapore company secretary is also responsible to exercise fiduciary duties similar to the company directors.
5. A COMPANY SECRETARY HAS THE POWER TO APPROVE COMPANY RESOLUTIONS
A company secretary in Singapore, apart from all the various roles and responsibilities has the power to authenticate documents or formal proceedings of the company. He or she may be required to execute official documents with a company director under the common seal. Generally, a company secretary can issue certified copies of company resolutions along with any one of directors, which is considered proof of passing of the resolution. In most cases, authentication of resolutions by company secretary is the necessary requirement for the respective resolution to be considered valid.
Having such important roles, responsibilities, duties and powers, the company secretary in Singapore is no doubt a custodian of Singapore company and therefore choosing who should be your company secretary has to be a conscious and cautious choice.
At Precursor, we offer unmatched corporate secretarial services in Singapore providing you end-to-end support and consultancy for your need of company secretary in Singapore.
Our Corporate Secretarial Services Team provides clients with a one stop service to set up and do business in Singapore. It can be a branch, representative office, partnership, Singapore incorporated company or offshore entities, our clients are assured that they can have the peace of mind to entrust us to do the set up and advise them on all the compliance matters.
Our corporate secretarial services consist of but not limited to:
• Formation of Local and Offshore Entities
• Appointment of Nominee Company Secretary and Directors
• Maintenance of Statutory Records, Minutes and Registers
Click to Know more about our corporate secretarial services
Have questions? Feel free to