Singapore Company Secretary
The information below provides a basic guide to a company’s secretary and his/her duties & responsibilities and the relevant requirements in the Companies Act (Cap 50).
The Company Secretary plays an important role within the corporate board and the company.
According to Singapore legislations, it is mandatory for a Singapore registered company to have a resident Company Secretary. ACHI can assist to appoint a Company Secretary for your business on an annual basis.
Requirement of a Company Secretary
The Singapore Companies Act requires a Singapore Company to appoint a Company Secretary within 6 months after its incorporation or formation. At ACHI, we can meet the criteria for the appointment of a Company Secretary.
The appointed Company Secretary must meet the following requirements:
The company secretary must be residing locally in Singapore and he/she must not be the sole director of the company.
The secretary of a public company must comply with section 171(1AA) of the Companies Act i.e. must possess at least one of the following qualifications:
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.
Duties of a Company Secretary
The Company Secretary has wide ranging responsibilities as a senior corporate officer, serving as the focal point for communication with the board of directors, senior management and the company’ stakeholders. This is in addition to the Company Secretary playing a key role in the administration of important corporate matters. Often, the Company Secretary is the confidant and counsellor to the Board of Directors, Chief Executive Officer and members of senior management.
A Company Secretary will help to ensure that your Company complies with the requirements of the Companies Act. The professional will also perform the following duties:
- Co-ordinate the process of decision making and proper reporting
- Drafting meeting agendas with the CEO or Chairman
- Taking down minutes of the meetings
- Maintenance of Minute Books and Statutory Registers
- Certification of Board Resolutions
- Making sure that the Board meetings follow the standard procedures
- Gathering both internal and external agreements to be circulated among the shareholders
- Co-ordination of administration, attending meetings and taking down minutes
- Making sure that the meetings follow proper procedures
Constitution of the Company
- Making sure that your Company follows the Company constitution
- Draft and incorporate amendments according to proper procedures
Maintenance of Mandatory Books and Registers
- The Company Secretary will ensure that statutory books and registers are properly maintained.
The Company Secretary will update the ACRA on the following:
- Changes in the particulars of the Directors(s) or when the Directors(s) are changed
- Changes in the name or address of the Director(s)
- Removal of Company Officers anyone from office according to the constitution of the Singapore Companies Act
- Disqualification of Directors
- Appointments, Resignations or Deaths of Company Officers
- Change in Company’s name
- Annual Returns
- Change, revocation or adoption of Company constitution
- Issuance of Shares
Accounts and Financial Reports
- Co-ordination of the publication and distribution of the Annual Report, interim statement and accounts of the Company
Registration of Shares
- Maintaining the Register of the Company’s members
- Giving support to transfer of shares and matters that affect shareholding
- Attending to the requests and queries of shareholders
Communication with Shareholder
- Communication with shareholders via circulars
- Payment of dividends
- Issue of documentation with regard to capitalization and rights issues
- Overlooking general relations with the shareholders
- Relationship with institutional shareholders and the committees protecting their investment
Monitoring of Shareholder
- Making inquiries with members regarding to favourable ownership of holdings
- Monitor movements on the Members’ Register to identify any potential stake-building for potential takeover
Issuance of Shares and Capital, Restructuring and Transfers
- Implementation and administration of schemes involving Director or employee share participation
- Implementing any alterations in the share structure of the company
- Review respective changes in corporate governance
- Advise and assist Directors with regard to their duties and responsibilities and their compliance with mandatory obligations according to the Company Law
Disposals and Acquisitions
- Working as the key team member in the Company with regard to implementation of corporate disposals and acquisitions
- Ensuring that the Company’s interests are well protected through effective documentation, and that appropriate commercial assessment is performed through proper disclosures for completing transactions.
Custody of Company’s Common Seal
- Ensure proper usage and safe custody of the Company’s Common Seal, as required by the Company constitution.
Communicate with Non-Executive Directors
- The Company Secretary will act as the communication channel between the Company and its non-Executive Directors.
Compliance with ACRA – Alerts & Reminders
- The Company Secretary will notify you with the filing deadlines and periodical compliance requirements with the regulatory authority.