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SINGAPORE COMPANY SECRETARIAL SERVICES

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


IMPORTANCE OF A CORPORATE SECRETARY IN SINGAPORE

The company’s backbone in terms of maintaining legal compliance is its corporate secretary. For example, if there is an internal issue between stakeholders and directors, a corporate secretary will frequently step in to arbitrate. This is because of their comprehensive knowledge of the internal governance of the company.

Being a corporate secretary entails more than just submitting paperwork to the Accounting and Corporate Regulatory Authority (ACRA), the primary regulatory authority. A qualified corporate secretary will uphold the highest standards of corporate governance, regularly communicate with shareholders and directors about business-related issues, and ensure that the company’s interests are safeguarded at all times.

It includes, among other things, monitoring the issuance of share capital and restructuring. It also entails keeping and maintaining the company’s statutory registers.


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.

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.

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.


BENEFITS OF HIRING COMPANY SECRETARIAL SERVICES IN SINGAPORE

  • Meeting Statutory Requirements: The “Companies Act” of Singapore, Section 17, specifies the requirements for hiring a company secretary. A company must get ready to hire a corporate secretary within six months of its incorporation date. If a business violates this rule, it risks severe penalties.

Corporate secretarial services assist start-up businesses in appointing qualified employees who support the organization’s compliance management efforts. An adult with a valid work permit, residency status, or permanent resident status is required to serve as a company secretary. Additionally, corporate secretaries assist a business in upholding legal obligations like the requirement to submit yearly reports under the ACRA.

  • Managing Business Links Effectively: A corporate secretary helps a business keep a fluid operational flow. They are in charge of creating meeting agendas, which helps the relationship between management and employees of the organization run smoothly.

They track significant information regarding the organizational structure and keep an eye on changes. When relevant business modes change, they update the ACRA to stay in accordance with legal standards. To ensure efficient management, they also keep an eye on the company’s share transactions.

  • Serving Crucial Legal and Financial Roles: A corporation’s corporate secretary makes sure that it abides by the regulations set forth in its Memorandum of Association. The company’s insurance policies and financial compliance issues are also managed by the secretary.

Additionally included in the scope of their duties is the submission of account statements. A corporation may be subject to sanctions if these standards are not managed properly. A qualified individual is therefore essential to perform these duties.

  • Avoiding Costly Business Mistakes: A business secretary can shield the corporation from costly errors. They make sure the necessary paperwork is submitted correctly in order to facilitate effective resolution with the ACRA. Additionally, they verify regulatory procedures while recognizing and disclosing relevant business changes.

They manage mistakes in annual reports and consistently keep proper business records. They strive to get rid of mistakes and inaccuracies so that the business may comply with the law.

WHY OUTSOURCE YOUR COMPANY’S CORPORATE SECRETARIAL SERVICES?

  • Knowledge and Experience

The secretarial services that are outsourced to other companies are very proficient and competent in handling the business’s administrative and legal requirements.

As a result, all required procedures are carried out professionally, effectively, and efficiently.

  • Updated technologies and software

The most recent hardware and software will be provided to the business via an outsourced secretarial service. It will help to simplify the many tasks by saving the business money, time, and effort. Thus, it will be advantageous to the business in many ways and lower the expenses associated with the installation and upkeep of the technologies and software. 

  • Cost-Effective

A business can save the expense of employing and training an internal team by outsourcing secretarial services without sacrificing quality. Hiring a business secretary can reduce the amount of money spent on infrastructure, employment taxes, and other overhead expenses. As a result, the money saved can be used to significantly grow the business.

  • Reliable Services

A knowledgeable and skilled workforce enables the business to obtain dependable services and make successful decisions. As a result, the majority of businesses use secretarial services to obtain dependable services, business expert guidance, and feedback on the administrative and legal work of the company. The team also offers suggestions for enhancing business processes. As a result, one can rely on secretarial services to satisfy all needs without having to worry about anything.

  • Reduces the Risk Factor

When a business outsources secretarial services, the business gains a team of professionals that help manage the organization’s varied activities within a certain time period, reduce fines and financial losses, and enhance the reputation of the organization. As a result, it reduces the possibility of organizational failure.

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 in 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. 

FAQs

What Is A Company Secretary?

A company secretary can be said as a company’s in-house legal specialist and a compliance officer. A company secretary is also a specialist in company acts. Generally, a company secretary is responsible for the company’s regulatory compliance.

Is It Mandatory For Companies In Singapore To Hire A Company Secretary?

Yes, hiring a company secretary is mandatory in Singapore. According to Section 171 of the Business Act, every company in Singapore is required to employ a secretary.

What Kind Of Secretarial Services Will Be Charged In Singapore?

Non-routine secretarial concerns will be charged on a per-request basis, as will any out-of-pocket charges for services. Some examples are included below. 

  1. Paid-up capital increases
  2. Changes in ownership
  3. Constitutional Amendments
  4. Changes in the structure of the board of directors
  5. Additional bank accounts are opened.
  6. Alteration of registration address

How To Switch To Relin Consultants Company Secretary Services?

You can reach out to team Relin Consultants via email or WhatsApp. Our team will respond to you within one working day and take over the entire process from there and complete the following.

  • Prepare the required documents for signature by the company directors.
  • Contact your current company secretary to sign the resignation letter and hand over the company records.
  • Perform a compliance review to ensure the company is in good standing. 
  • Update ACRA of the changes.

Why Outsource Company Secretarial Services in Singapore?

Most companies outsource the secretarial role to a professional firm mainly to achieve cost savings and tap on professional expertise. Irrespective of the organization’s size, a company can achieve a lot of savings by outsourcing to an expert and focusing on important matters governing the company.

Most professional firms, such as Relin Consultants will also provide advice on secretarial matters without charging additional fees if you engage the firm to act as your company secretary.

Can The Company Secretary Also Be A Company Director?

If the company has more than one director, the company can appoint one of the directors to act as a company secretary. Otherwise, a sole director cannot take up the dual role and act as the secretary company Singapore.

Which Singapore Companies Do Not Require A Company Secretary?

All Singapore companies must appoint a company secretary.

What Is The Role Of A Corporate Secretary In Singapore?

The company secretary ensures that the ACRA regulatory compliances are on time and the company directors are aware of the requirements and deadlines.

Who Can Be A Company Secretary In Singapore?

Any qualified individual from ACRA recognized institution can act as the company secretary. 

Is A Company Secretary Necessary In Singapore?

Yes, it is mandatory to appoint a company secretary in Singapore. Feel free to reach out to Relin Consultants if you require company secretary services.

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