In Singapore, every company is required by law to appoint a corporate secretary within six months of incorporation, as per the Companies Act. A corporate secretary plays a vital role in ensuring your business complies with the regulations set by IRAS and ACRA.
Choosing the right corporate secretary is crucial to maintaining compliance with the Singapore Companies Act. You need a professional who is not only knowledgeable about the latest legal requirements but also responsive to your needs and able to provide clear, practical guidance.
At Global Business 360, we offer reliable and comprehensive company secretary services designed to support your business. Our team of experts is:
Well-versed in the latest legislative updates
Meticulous in ensuring all compliance requirements are met
Responsible and diligent in following the proper procedures
Qualifications of a Company Secretary
In addition to meeting the basic requirements of being a Singapore resident and at least 18 years old, a company secretary must fulfill one of the following criteria to be eligible for the role:
- Have at least 3 years of relevant experience within the 5 years immediately prior to their appointment
- Be a registered public accountant under the Accountants Act (Cap. 2)
- Hold membership with the Institute of Certified Public Accountants of Singapore
- Be qualified under the Legal Profession Act, Cap. 161
- Be a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators
- Hold membership with the Institute of Company Accountants, Singapore
- Be a member of the Association of International Accountants, Singapore Branch
Responsibilities of a Company Secretary
A company secretary plays a pivotal role in maintaining the smooth operation of a company and ensuring compliance with legal and regulatory requirements. Here’s an overview of their key responsibilities to the company, its directors, and shareholders:
Responsibility to the Company:
- Safeguards the company’s business interests
- Ensures proper corporate governance
- Adheres to all statutory obligations
- Maintains a physical presence at the company’s registered office address
Responsibility to the Directors:
- Provides advice on important business matters
- Shares timely and relevant information with the directors
- Actively contributes to discussions during board meetings
Responsibility to the Shareholders:
- Communicates clearly and diligently with shareholders
- Protects shareholders’ interests
- Prepares and delivers financial statements on time
- Assists shareholders in making key decisions during the company’s Annual General Meeting (AGM)
Duties of a Company Secretary
A company secretary in Singapore is entrusted with a wide range of responsibilities, including both core and fiduciary duties. To carry out these duties effectively, they must be organized, detail-oriented, and possess strong communication skills. Below is an overview of the key duties of a company secretary:
Core Duties:
- Ensures full compliance with statutory regulations and corporate governance standards
- Maintains and updates the company’s statutory registers and records
- Files annual returns and other essential documents with ACRA (Accounting and Corporate Regulatory Authority)
- Prepares and organizes agendas and minutes for board and shareholder meetings
- Safeguards critical company documents, such as the company constitution and board resolutions
Fiduciary Duties:
- Acts in the best interests of the company and its stakeholders
- Exercises due diligence and care in all responsibilities
- Ensures transparent and timely communication with shareholders
- Protects confidential company information and ensures compliance with data privacy laws
General Meetings:
Facilitate Annual General Meetings, thus complying with the company’s constitution and the Companies Act
Board Meetings:
Organise board meetings and assist in the company’s decision-making process
MAA:
Advise the board of directors on the Memorandum & Articles of Association (MAA)
Compliance with ACRA
A company secretary plays a crucial role in ensuring compliance with the Accounting and Corporate Regulatory Authority (ACRA) in Singapore. Key responsibilities include:
- Maintaining statutory registers
- Keeping accurate records of share transfers
- Filing annual accounts on time
- Lodging notices of removal or resignation of auditors
- Notifying ACRA of any changes to the company’s registered office address
Appropriate Corporate Governance
A company secretary is essential in promoting strong corporate governance within the organization. Key responsibilities include:
- Ensuring that the directors practice sound corporate governance principles
- Assisting in the implementation of corporate strategies
- Ensuring the board’s decisions are communicated clearly and adhered to throughout the company
By promoting effective governance, the company secretary helps your business operate efficiently and in line with regulatory expectations, fostering trust among stakeholders.
Company Seal and Identity
A company secretary is responsible for managing the company’s official identity and ensuring compliance with legal requirements. Key responsibilities include:
- Ensuring the proper and authorized use of the company seal
- Making sure all official publications, documents, and communications prominently display the company’s name and Unique Entity Number (UEN)
By managing these aspects, the company secretary helps maintain the company’s professional image and ensures compliance with regulatory standards.
Mergers and Restructures:
Take care of the company’s interests during the implementation of mergers, acquisitions and restructuring
International Operations:
In case, the company is involved in overseas operations, ensure that they are established in accordance with the appropriate provisions and laws
Company Insurance:
Make sure that the company, its officers, directors and staff are adequately insured
Fiduciary Duties
A company secretary holds fiduciary responsibilities to act in the best interests of the company and its stakeholders. These duties include:
- Avoiding any conflicts of interest
- Acting solely in the best interests of the company
- Refraining from making illegitimate profits or engaging in personal dealings on behalf of the company
- Ensuring meticulous and diligent performance of all duties
By upholding these fiduciary duties, the company secretary helps protect the integrity of the company and ensures ethical conduct in all matters.
Powers of a Company Secretary
In Singapore, a company secretary holds several key powers, including the authority to:
- Collaborate with any company director to issue certified copies of the company’s resolutions
- Execute official documents under the company’s common seal
- Authenticate documents and convene formal company proceedings
At Global Business 360, our professionals bring nearly a decade of experience in executing these responsibilities with precision and integrity. We are committed to maintaining the confidentiality of your company, ensuring seamless administrative management, and staying fully compliant with statutory requirements. Our satisfied clients can vouch for our dedication to supporting directors and shareholders alike.