Company Secretary and Its Role and Responsibilities in Singapore
The Singapore’s Company Law mandates the appointment of a Company Secretary in every company. The Company Secretary is the compliance officer of the company, who is also responsible to make sure that the Board Members are informed of their legal responsibilities towards the company (compliance with the law, the corporate governance requirements and the listing rules.
The Appointment of Company Secretary
According to the Section 88 of the Companies (Amendment) Act 2014 states, it’s mandatory for every company in Singapore to appoint one or more Company Secretaries.
Eligibility of the Company Secretary:
- A natural person
- He or she is a resident of Singapore
- With the requisite experience, academic and professional qualifications
- No debarment order against him or her by the Registrar, on the date of appointment (the Registrar can debar a Secretary who is in default of any of the relevant sections of the Act).
- He or she is not the sole director of the organization.
What Else Should a Company Secretary Possess?
- The Secretary must be able to make quick decisions in the fast-changing business environment.
- A sense of fairness.
- He or she must be well informed of the latest developments of the legislations with respect to the company.
The Roles of a Company Secretary
- 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
The Responsibilities of a Company Secretary
1. Maintenance of Statutory Registers
The Company Secretary is responsible to maintain and update the statutory registers as prescribed by the law, for example, the register of substantial shareholders, register of charges, as well as the register of members.
2. Custody of Company Seal
The Company Secretary is the person that ensures the safe custody and proper use of the company seal.
3. Notice and Agenda of Meetings
One of the responsibilities of the Company Secretary is to send the notices of the meetings to the members and shareholders. In addition, he or she must prepare the agenda, prepare the minutes and organize these meetings.
4. Follow the Constitution of the Company
The Company Secretary has to ensure that the company and its directors abide by the rules set out by the Constitution of the Company at all times.
5. Preparation of Accounts
The Company Secretary is responsible to make sure that the accounts of the company are compliance the Company Law provisions (the Secretary has to file these statements with the Registrar).
6. Filing of Statutory Forms with the Registrar
The Company Secretary has to file necessary returns and forms with the Registrar within the specified timeline. The filing of returns and forms such as Annual Returns, the return of allotment of shares and notice of appointment or resignation of a director are also the responsibilities of the Company Secretary.
7. Insurance for the Company
Another duty of the Company Secretary is to ensure that a sufficient insurance cover is in place for the company, directors, officers as well as the office and staff.
On top of the duties complying with the company law requirements, the Company Secretary also has the following duties:
- Advises and assists the directors in their statutory duties.
- Handles the correspondence between the shareholders and the company.
- Allows the shareholders, members, and other people to inspect the statutory registers unless the law prohibits it.
- Ensures accountability and transparency [in the functioning] of the company.
- Acts as a liaison between the Board on one hand and the shareholders on the other.
- Acts as the officer (or person) in charge of the entire secretarial work of the company as well as overlook the administrative functions of the company.
Please note that the duties of a Company Secretary depend on the employment contract and there may be some additional duties. In addition to this, his or her professional qualifications and experience is important in determining the responsibility of the Company Secretary.
Why is a Company Secretary Important to a Company?
The Monetary Authority of Singapore, through its Code of Corporate Governance, states that the company must define the role of the Secretary clearly. As such, the Secretary is responsible to ensure the compliance of laws and regulations and be present at all the board meetings to advise the Board on governance matters.
On a Final Note
The appointment of the Company Secretary is an important step in company incorporation in Singapore. Companies must appoint a Company Secretary at the same time of company incorporation because the office of the Secretary must not be left vacant for more than 6 months at any time. If you opt to engage with a professional services firm for the company incorporation, the firm will usually appoint one of its employees as a Company Secretary. In this light, it is very important that you choose a reliable corporate services firm with good reputation for your initial incorporation. Feel free to contact us if you need assistance in appointing a Company Secretary for your business.