All companies incorporated in Singapore must fulfil a key requirement of appointing a company secretary who must be a resident of Singapore.
If the company has only one director, he cannot act as a company secretary. However if the company has more than one director, one of the directors can also act as company secretary.
Even though the Singapore Companies Act doesn’t define the role, duties and responsibilities of a company secretary, he or she is the officer primarily responsible for administrative and reporting functions mandated by law. Thus, it is the job of the company secretary to assist the company directors in ensuring that the company meets all its regulatory obligations.
Failed to comply? Who will be held responsible – the company directors or the company secretary?
ACRA’s advise on this is very clear:
“Although the ultimate responsibility for complying with legal obligations lies with the company directors, the company secretary may also be held liable for the company’s failure to comply with the law in certain situations.”
Because the Singapore Companies Act recognises the dependence of company directors on the company secretary for guidance on statutory compliance issues.
ACRA also includes company secretaries in its definition of ‘officer’, which mean they are bound by all the relevant duties and obligations. Thus, the company secretary cannot ignore any instance of non-compliance and should bring it to the attention of the directors immediately.
Appointing a Resident Company Secretary in Singapore
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. Importantly, the appointee must be residing locally in Singapore and he or she must not be the sole director of the company.
Please note that while it is possible for a locally resident company director to also be the company secretary, but only when the company has more than one director.
The definition of “residing locally” is similar to the one for “ordinarily resident” company director. This means that the Singapore company secretary must have his or her usual place of residence as Singapore and may be a Singapore Citizen, Singapore Permanent Resident, an EntrePass holder or an Employment Pass holder issued with such a pass to work in the company concerned. (Note: S pass holders can also fulfil the role of a company secretary. However, S pass holders can’t act as company director.)
Qualifications of a Resident Company Secretary in Singapore
The board of directors of a Singapore company is responsible for appointing the company secretary and decides on his or her remuneration. The Companies Act, Section 171 (1AA), dictates that a company secretary of a public company in Singapore must be suitably qualified, and has to satisfy at least one of these criteria:
- has been a company secretary of a company for at least three of the five years immediately before his appointment as company secretary of the public company
- a qualified person under the Legal Profession Act (Cap. 161)
- a public accountant registered under the Accountants Act (Cap. 2)
- a member of the Institute of Certified Public Accountants of Singapore
- a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators
- a member of the Association of International Accountants (Singapore Branch)
- a member of the Institute of Company Accountants, Singapore
Key Roles of a Singapore Company Secretary
The roles and responsibilities of a Company Secretary in Singapore can be broadly categorized under three headers depending on whom he or she answers to:
To company: ensures all relevant statutory obligations are met, business interest of the company is always protected, good corporate governance is practiced, and is present regularly at the company’s registered office address.
To company directors: serves as an advisor 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.
Thus, the key roles of a Singapore company secretary, as per ACRA, are:
- maintain the company statutory registers and records
- arrange for shareholder and director meetings
- lodge and file in time all necessary documents required by law
- provide administrative support in preparation of meetings
- provide comprehensive legal and administrative support to the board
- assist in the implementation of corporate strategies by ensuring that the board’s decisions are properly carried out and communicated
- ensure that the company meets all its legal obligations
- stay updated on relevant developments and changes in statutory and regulatory obligations
- communicate adequately with shareholders
Duties of a Singapore Company Secretary
The company secretary of a company in Singapore has few core duties (as part of established and best practices in compliance with the regulatory framework and irrespective of whether these are mentioned in the employment contract), additional duties (as an employee in accordance with the employment contract), and certain fiduciary duties.
Core Duties of a Company Secretary
- 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 within the company
- Company seal – ensure the safe custody and proper use of the 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 of the company
- 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 etc are implemented with the company’s best interests in mind
Additional Duties of a Company Secretary
Generally, a company secretary is often expected to take on additional duties, which have been mentioned in his or her employment contract, depending on the individual’s professional qualifications and work experience. These duties may be either legal, accounting/finance, human resource, general administration or general management in nature.
Fiduciary Duties of a Company Secretary
As mentioned above, ACRA recognizes a company secretary to be an officer of the company and thus mandates the following fiduciary duties similar to the company directors:
- always act in the best interest of the company
- always avoid conflict of interests
- always carry out duties with reasonable care and diligence
- never make illegitimate profits from personal dealings for/with the company
Powers of a Company Secretary in Singapore
In Singapore, a company secretary is vested with 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.
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