SINGAPORE COMPANY SECRETARY

The company secretary in Singapore plays an important role in the company. It is a mandatory requirement for Singapore companies to appoint at least one company secretary. The common practice in Singapore is establishing a professional firm (SG registered filing agent) such as Relin Consultants to act as your corporate secretary.

The company secretary should be qualified to advise you on all matters governing the company. Relin Consultants is a licensed corporate secretary firm in Singapore.

KEY REQUIREMENTS TO THE APPOINT A COMPANY SECRETARY IN SINGAPORE

• According to the Companies Act, new companies must select a company secretary within six months after establishment.
• The company secretary position must not be vacant for more than 6 months.
• The company secretary must be a natural person and a Singaporean resident.
• The company director can appoint a company secretary by a resolution voted by the board of directors.
• The company secretary is an officer of the business, an adviser to the board, the person who will be acting as a primary point of contact between shareholders and directors, and the primary compliance officer.
• Companies might engage a third-party service provider to serve as the company secretary.

Check – How To Choose The Company Secretary In Singapore

WHAT QUALIFICATIONS DO YOU NEED TO BE A COMPANY SECRETARY IN SINGAPORE?

A Singapore company’s board of directors appoints the company secretary and determines his or her compensation. According to the Companies Act, Section 171 (1AA), a company secretary of a company in Singapore must be sufficiently qualified and meet at least one of the following criteria:

1. Having served as a company secretary for at least three of the five years before his or her appointment as company secretary of a public company.
2. A qualified individual as defined by the Legal Profession Act (Cap. 161)
3. A public accountant licensed by the Accountants Act (Cap. 2)
4. An official member of the Institute of Certified Public Accountants of Singapore (ICSA).
5. An official member of the Singapore Association of the Institute of Chartered Secretaries and Administrators (SAICSA).
6. An official member of the Association of International Accountants (Singapore Branch). An official member of the Institute of Company Accountants, Singapore.

WHO CANNOT BE APPOINTED AS A COMPANY SECRETARY IN SINGAPORE?

The Companies Act also specifies when an individual cannot act as a company secretary. The following individuals cannot be appointed as company secretaries.  

a) A company’s sole director cannot be appointed as the secretary

To comply with this legislation, a Singapore company with a sole director can nominate Relin Consultant as the company secretary.

b) The company secretary has been banned or debarred.

Debarment refers to the scenario in which the Singapore government suspends an individual’s ability to operate as a company secretary. Company secretaries may be prohibited if they fail to follow Singapore Company legislation.

RESIGNATION PROCEDURE FOR A COMPANY SECRETARY IN SINGAPORE

Generally, if a company secretary resigns, the following measures must be taken:

• A resignation letter must be signed and sent by the resigning individual to the company.
• The board of directors must vote a resolution acknowledging the resignation and dismissing the company secretary.
• Within 14 days of the resignation, the firm must submit an update to ACRA via BizFile.

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DUTIES & RESPONSIBILITIES OF SINGAPORE COMPANY SECRETARY

CORE DUTIES OF A COMPANY SECRETARY IN SINGAPORE

In Singapore, the company secretary has a few core duties such as below. 

a) Regulatory compliance with ACRA 

Timely filing of annual accounts and maintenance of essential registers, a notice of share transfers, removal or resignation of auditors, change of registered office address, and any other regulatory obligations by ACRA

b) Board meetings

Plan and assist the company’s official decision-making process.

c) General meetings

Plan the Annual General Meetings per the Companies Act and the company’s constitution.

d) Memorandum and Articles of Association (MAA)

Guarantee that the firm and the board of directors always follow this.

e) Shareholder duties

Supervising share allotments, issues, and transfers, as well as dealing with any concerns impacting shareholdings and shareholder inquiries.

f) Non-executive corporate directors’ duties

Acting as a conduit of communication and information for them.

g) Company governance

Assisting the company’s directors in developing excellent corporate governance processes inside the organization.

IMPORTANT RESPONSIBILITIES OF A COMPANY SECRETARY IN SINGAPORE

A Company secretarial Singapore responsibility can be classified under as below:

a) To the company

Guarantees that all applicable legislative responsibilities are completed that the company’s economic interests are always safeguarded, that good corporate governance is implemented, and that the company’s compliance requirements have been adhered to. 

b) To the company directors

Acts as an adviser to the directors and provides any practical assistance that is required; 

shares timely information with all directors so they can fully contribute during board meetings.

c) To corporate shareholders

Interact with them regularly, safeguard their interests, and disclose financial information on time so shareholders can participate in decision-making at the annual general meeting.

WHAT ARE THE POTENTIAL PROBLEMS FOR NOT ENGAGING THE RIGHT COMPANY SECRETARIAL SERVICES?

According to the ACRA, the following are some of the most typical offenses and errors that companies might make if they do not have a dependable and devoted corporate secretary Singapore. 

1. Failure to develop a business resolution
2. Failure to substantiate a significant business action
3. Failure to publish and submit the company’s name and registration number
4. Failure to inform the Registrar of any changes in the situation of the registered office address and office hours
5. Failure to manage records appropriately.

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HOW CAN I APPOINT A COMPANY SECRETARY FOR MY SINGAPORE COMPANY?

Within six months of establishment, a new company must choose a company secretary. Similarly, an established company must make certain that the post of company secretary is not vacant for longer than 6 months. 

A vote of the company directors, often known as a director or board resolution, can be used to select a new company secretary. Consent to act as a secretary, known as form 45B, must also be completed by the chosen company secretary.

To legally appoint the company secretary, the firm must register an appointment of the company secretary with the Accounting and Corporate Authority (ACRA) using BizFile, Singapore’s online company filing system.

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WHY CHOOSE RELIN CONSULTANTS AS YOUR SINGAPORE COMPANY SECRETARY?

Whether you are just planning to incorporate a company or you have already incorporated the company without appointing a company secretary or if you wish to change your current company secretary, Relin Consultant’s team can assist you with the process. 

Our team of company secretaries are qualified individuals with more than ten years of experience acting as a Singapore corporate secretary.

We provide efficient and cost-effective corporate secretary service Singapore.  

We respond to our client’s secretarial requests within 1 business day for simple secretarial matters. For complex secretarial matters, our team will usually revert to you within 2 to 3 business days to ensure no disruptions to your operations. You may reach us at enquiry@relinconsultants.com for further information on Singapore corporate secretary services. 

HOW TO APPOINT RELIN CONSULTANTS AS YOUR COMPANY SECRETARY?

• Once you reach out to Relin Consultants via email or Whatsapp.
• We will allocate a designated company secretary to respond to you within the same business day. 
• We will prepare a list of documents required from your company. The required documents include the 
• We will conduct a due diligence check on the director and shareholders of the client company as per the local compliance requirements. ACRA requires corporate secretary service providers to obtain a list of information before onboarding to avoid money laundering and the financing of terrorism,
• Once all the completeness checks are done and in order, the secretaries will prepare a resolution and all the other corporate documents required to proceed with the appointment/change of company secretary. 
• If the appointment involves removing a predecessor, our team will contact the individual directly to initiate the change. Our clients will be included in all the communications.