Roles and Responsibilities of a Company Secretary
Every company incorporated must meet an important requirement by appointing a company secretary in Singapore. In cases where the company has only one director, that director cannot serve as the company secretary. However, if the company has multiple directors, one of them can also take on the role of the company secretary.
Although the Singapore Companies Act does not provide a specific definition for the position or outline its duties and responsibilities, the company secretary is primarily responsible for handling administrative and reporting functions as mandated by law. Therefore, it is the responsibility of the company secretary in Singapore to support the company directors in ensuring that the company fulfills all its regulatory obligations.
Appointing a company secretary is essential in company registration in Singapore
According to the Accounting and Corporate Regulatory Authority (ACRA), the national regulator overseeing business entities and public accountants, it is mandatory for every company to appoint a company secretary within six months from the date of its incorporation. It is important to note that the appointed individual must be a resident of Singapore and cannot be the sole director of the company.
However, it is permissible for a resident company director to also hold the position of company secretary, but only if the company has more than one director.
The term “residing locally” has a similar meaning to “ordinarily resident” for company directors. This implies that the Singapore company secretary must have their usual place of residence in Singapore and can be a Singapore Citizen, Singapore Permanent Resident, an EntrePass holder, or an Employment Pass holder issued to work in the company. (Please note that S pass holders can fulfill the role of a company secretary but are not eligible to act as company directors.)
Qualifications of a Company Secretary
The responsibility of appointing the company secretary and determining their remuneration lies with the board of directors of a Singapore company. According to Section 171(1AA) of the Companies Act, a company secretary of a public company in Singapore must possess appropriate qualifications and meet at least one of the following criteria:
- Has served as a company secretary of a company for a minimum of three out of the five years immediately preceding their appointment as company secretary of the public company.
- a competent individual under the Legal Profession Act (Cap. 161).
- registered public accountant 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).
- member of the Institute of Company Accountants (Singapore).
Responsibilities of a Company Secretary
The responsibilities and duties of a Company Secretary in Singapore can be broadly classified into three categories based on their reporting relationships:
- Responsibilities to the company:
- Ensuring compliance with all relevant statutory obligations.
- Safeguarding the business interests of the company.
- Promoting and maintaining good corporate governance practices.
- Regularly being present at the company’s registered office address.
- Responsibilities to company directors:
- Acting as an advisor to the directors, providing necessary practical support.
- Sharing timely and relevant information with the directors to facilitate their active participation during board meetings.
- Responsibilities to company shareholders:
- Maintaining regular communication with the shareholders.
- Safeguarding the interests of the shareholders.
- Timely dissemination of financial statements to enable shareholders to make informed decisions at the company’s Annual General Meeting (AGM).
In accordance with the guidelines provided by ACRA, these are the key roles and responsibilities of a Company Secretary in Singapore:
- Maintaining the statutory registers and records of the company.
- Organizing and coordinating shareholder and director meetings.
- Timely lodging and filing of all necessary documents as required by law.
- Providing administrative support in the preparation of meetings.
- Offering comprehensive legal and administrative assistance to the board.
- Assisting in the effective implementation of corporate strategies by ensuring proper execution and communication of the board’s decisions.
- Ensuring the company fulfills all its legal obligations.
- Staying up to date with relevant developments and changes in statutory and regulatory requirements.
- Facilitating adequate communication with shareholders.
Duties of a Company Secretary
The company secretary of a Singaporean company is responsible for various core duties, additional duties as outlined in their employment contract, and fiduciary duties. These responsibilities adhere to established compliance practices within the regulatory framework, regardless of whether they are explicitly mentioned in the employment agreement.
These duties include:
1. Statutory Compliance with ACRA
Timely filing of the company’s annual accounts and maintaining necessary registers.
Notification of share transfers, amendments to the company constitution, auditor resignations or removals, changes in registered office a ddress, and other regulatory requirements specified by ACRA.
2. Board Meetings
Organizing and facilitating board meetings to support the company’s formal decision- making process.
3. General Meetings
Arranging Annual General Meetings in accordance with the Companies Act and the company’s constitution.
4. Company Constitution
Ensuring compliance with the company constitution by both the company and the board of directors.
5. Duties related to Shareholders
Overseeing share allotments, issues, transfers, and addressing shareholder queries and matters affecting shareholdings.
6. Duties related to Non-Executive Company Directors
Serving as a communication and information conduit for non-executive directors.
7. Corporate Governance
Assisting company directors in implementing sound corporate governance practices within the organization.
8. Company Seal
Safeguarding and ensuring proper use of the company seal.
9. Company Identity
Verifying that all official company correspondence, notices, and publications include the company name and Unique Entity Number (UEN).
10. Overseas Operations
Supervising the proper establishment of overseas operations, following relevant procedures and legal requirements.
11. Acquisitions and Disposals
Ensuring that all acquisitions, restructurings, mergers, and amalgamations align with the company’s best interests.
These duties collectively contribute to the effective functioning and regulatory compliance of the company under the purview of the company secretary.
In general, a company secretary is typically assigned additional responsibilities based on their professional qualifications and work experience, as outlined in their employment contract. These additional duties can encompass various areas such as legal, accounting/finance, human resources, general administration, or general management.