Role Of Company Secretary in Singapore Company Registration

  • Post category:Singapore

All Singaporean companies are required by Section 171 of the Companies Act to appoint a company secretary who is responsible for overseeing the business’s compliance with Singapore’s company law. In Singapore, a company’s corporate secretary is more than just an overhead cost. The smooth operation and eventual success of any Singapore company are greatly dependent on the company secretary, who serves as an officer, advisor, and fiduciary to the company, its board, and its shareholders.

Role of a Company Secretary in Singapore Company Registration

QUALIFICATIONS OF A RESIDENT COMPANY SECRETARY IN SINGAPORE

The following qualifications are required in Singapore to work as a company secretary:

  • A natural person should serve as the company secretary.
  • Six months after incorporation, a company secretary in Singapore needs to be hired.
  • An EntrePass holder or a permanent resident of Singapore is required to serve as the company secretary in Singapore.
  • The newly hired Singaporean company secretary ought to possess the abilities required to carry out the significant duties assigned to them by the Companies Act. The company secretary will be held accountable for the company’s failure to comply with the law if the secretary fails to perform their duties. 

The following individuals are not eligible to hold the position of company secretary in Singapore:

  • Any debarred office secretary – If a person receives a debarment letter from the registrar, that person has no chance whatsoever of ever holding the position of company secretary in Singapore.
  • Any sole director of a private limited company – In the same way, a director of the company is not eligible to apply for the position of company secretary in Singapore.

ROLE OF A COMPANY SECRETARY IN SINGAPORE COMPANY REGISTRATION

Corporate Governance

Maintaining sound corporate governance procedures is important to building stakeholders’ faith and confidence. To help the board of directors establish and maintain corporate governance principles, the company secretary is important. They enable efficient communication between the shareholders, management, and board, guaranteeing transparency and accountability in the decision-making procedures.

Shareholder Relations

Sustaining a positive corporate image and gaining investor confidence depends strongly on effective communication. By communicating essential information and announcements, company secretaries promote communication between the company and its shareholders. In addition, they plan and oversee extraordinary general meetings (EGMs) and annual general meetings (AGMs), making sure that all legal requirements are met and allowing shareholders to express concerns.

Record Keeping and Statutory Registers

Legal compliance and historical reference depend on accurate record-keeping. Registers of members, directors, and significant shareholders are among the statutory records kept by company secretaries. These registers, which are open to regulatory agency inspection, function as official documents of the ownership and organizational structure of the business.

Regulatory Compliance

Ensuring that the company complies with legal and regulatory requirements is one of the main duties of a company secretary in Singapore. This means staying updated with the constantly changing rules and regulations related to corporations and advising the board of directors accordingly. The Company Secretary provides support in the process of preparing and submitting required paperwork to government organizations, including the Inland Revenue Authority of Singapore (IRAS) and the Accounting and Corporate Regulatory Authority (ACRA).

Board Support and Communication

The board of directors and the rest of the organization are connected by secretaries. They help with agenda preparation for board meetings, gathering and distributing meeting materials, and accurately recording meeting minutes. They also guarantee the prompt and efficient implementation of board decisions and offer advice on issues related to the company’s bylaws and constitution.

Compliance with Anti-Money Laundering (AML) and Counter Financing of Terrorism (CFT) Regulations

Company Secretaries are responsible for making sure the organization takes the necessary steps to comply with AML and CFT regulations to support Singapore’s efforts to stop money laundering and terrorism financing. This involves keeping an eye on transactions, conducting due diligence on consumers, and informing the appropriate authorities of any suspicious activity.

Risk Management and Mitigation

A shared responsibility is to mitigate the risks that are an inherent part of business. Company secretaries help with risk management by seeing possible threats to their reputation, finances, and legal standing. They work together with the management and board to put strategies into action that protect the company’s interests and guarantee long-term growth.

Adaptation to Change

Company secretaries have to stay up-to-date on legal developments and industry trends in an ever-changing regulatory landscape. They assist the business in navigating regulatory changes and modifying internal procedures to stay compliant and competitive.

Conflict of Interest Management

Conflicts of interest have the potential to damage a company’s reputation. Company secretaries offer guidance on how to handle and minimize possible conflicts as well as assist in identifying them. Their ability to view things objectively and comprehend legal requirements is crucial for preserving the integrity of decision-making procedures.

Training and Professional Development

Business Secretaries are frequently in charge of planning seminars and training sessions for staff members and directors to improve their understanding of ethical behaviour, legal compliance, and corporate governance. These initiatives help to create an informed and accountable corporate culture.

Reach out to us at Relin Consultants – Leading Global Business Set Up Partners for further assistance. 

FAQs

Is a company secretary required for a Singaporean company?

Yes, having a minimum of one company secretary is required for the incorporation of a Singaporean company.

What responsibilities does a Singaporean company secretary have?

A Singapore company secretary’s responsibilities include:

  • Ensure that the directors of the company are aware of the due dates for annual returns and other filings.
  • Apply for and draft minutes of shareholder and director meetings for the company.

Are the records accessible to the public?

Private limited companies do not have their statements, debentures, executive identities, share capital, or the details of any potential charges available to the public. On the other hand, information is available to investors.

What qualifications are required to work as a corporate secretary?

Section 171(1AB) requires that the Company Secretary of a public company hold at least one of these three qualifications:

  • A person who meets the requirements of the Legal Profession Act (Cap. 161)
  • A registered accountant with the Singapore Institute of Certified Public Accountants
  • “Singapore Association of the Institute of Chartered Secretaries and Administrators” (SAICSA) member

What does a firm secretary do?

The corporate secretary serves as the corporation’s fiduciary, a point of contact for investors, and a counselor to the directors. A corporate secretary will handle all legal paperwork and compliance.