Appointing a Company Secretary: Roles and Responsibilities
Having a Company Secretary as Part of Legal Compliance
ACRA stipulates that every company must appoint a company secretary within 6 months of its incorporation. The company secretary will be the primary officer in charge of numerous administrative and reporting responsibilities a company is required to adhere to by law. These statutory requirements include the filing of annual returns, and recording and filing of board resolutions.
Typically, companies engage the services of a corporate secretarial firm in Singapore to provide them with corporate secretarial services. A corporate secretarial firm will provide the hiring company with a named company secretary. Here are the various responsibilities and roles of a company secretary that ensure legal compliance for your company.
Who Can be a Company Secretary?
Section 171 is the primary section of the Companies Act that sets out the guidelines for a company secretary.
For example, company secretaries must be ordinarily resident in Singapore. This includes Singapore citizens, Permanent Residents and EntrePass holders.
Company secretaries must also have the “requisite knowledge and experience to discharge the functions of secretary of the company”. For public companies, ACRA defines this as either a registered filing agent or a registered qualified individual, such as a lawyer.
For private companies, any individual with a SingPass and ordinarily resident in Singapore qualifies as a company secretary. However, a company director can only be appointed as the company’s secretary if he is not the company’s sole director.
The office of company secretary cannot be left vacant for more than 6 months at any one time.
Responsibilities of a Company Secretary
Company secretaries take on an extremely wide job scope, with their work ranging from reporting and updating of company information on ACRA to preparing the agenda for annual general meetings (AGMs) for the CEO. Here are the various categories that are used to broadly organise the typical responsibilities of a company secretary. Note that this list is non-exhaustive and there are many other responsibilities that secretaries undertake and contribute to the company:
1. Updating and filing with ACRA
- Appointment, resignation or death of company officers
- Update of particulars of directors
- Filing of Annual Returns
- Amendments to the company constitution
- Share allotments or share transfers
- Changes in company name
2. Maintenance and upkeep of statutory registers
- Filing of signed Board Resolutions
- Maintenance of minutes books (AGMs and EGMs)
- Issue of shares
- Distribution of Annual Report and company accounts
3. Preparation of board meetings and AGMs
- Distributing company’s financial reports
- Attendance and taking of meeting minutes
- Preparation of meeting agenda
- Preparation of director’s resolutions
4. Miscellaneous services
- Reminders for filing deadlines
- Ensure the safekeeping and proper use of the company seal
- Monitoring shareholder register and movement of shareholders
- Maintaining shareholder relations
Roles of a Company Secretary
As a result of their extensive job scope and various responsibilities they have to undertake, company secretaries find themselves holding taking up multiple roles within the company. Here is a list of the various roles they undertake. Do note that this list is non-exhaustive, and merely highlights the main roles of company secretaries in Singapore.
This is the primary role of company secretaries and how they contribute most greatly to the company. Administrative capacities for company secretaries include being in charge of any ACRA-related compliance work and ensuring the company meets its deadlines, for instance filing its annual returns on time.
AGMs and EGMs meeting agenda and meeting minutes are also prepared and maintained by the company secretary. The company secretary will also be responsible for any administrative work in the management of company shares, such as the share issues or transfer, and the maintaining of the shareholder register.
In essence, company secretaries are the backbone of all administrative and compliance-related functions in the company. They ensure that all requirements as set by regulatory authorities such as ACRA are completely and punctually met. This allows directors of a company to focus on the running of the business.
Company secretaries are also relied on for their advice, given their extensive knowledge of legal and compliance frameworks coupled with the internal governance of the company. They are often communicating with directors and shareholders, providing them with key information about the company to formulate strategies or to complement the decision-making process.
Company secretaries will also be able to identify any non-compliance with certain company policies, and helping directors to make the necessary changes. Their advice will ensure the company is constantly in line with legal and compliance frameworks in Singapore.
Perhaps the less well-known, but equally important role of a company secretary is his/her fiduciary role to the company. Company secretaries have a fiduciary role to always act in the best interests of the company in good faith, and to avoid or disclose any potential conflicts of interest that could arise.
Just as any other members of the company, company secretaries are subject to the Companies Act as well as the company constitution of the respective company.
Importance of Company Secretaries
Given the numerous roles that company secretaries undertake in your company, finding a competent and trustworthy corporate secretarial firm is definitely an important process that should not be taken lightly.
The responsibilities and roles that company secretaries play are important with regard to legal compliance because a failure to perform these duties adequately can have many severe consequences for you and your company. Many of the compliance and reporting requirements are stipulated by law, and a failure to adhere to them is equivalent to breaking the law. Mistakes made in this field can be costly, with penalties such as fines, imprisonment and the removal of a director or company secretary from his/her appointment.
Hence, company secretaries are crucial to the smooth running of the company as well as to uphold the integrity of the company in the legal and compliance landscape.
- What is a Nominee Director, How to Appoint and Other FAQs
- Independent Directors: Who are They and What is Their Role?
- Board of Advisors: Who Are They and What Is Their Role?
- Appointing Company Directors in Singapore: Eligibility, Process etc.
- Managing Director vs CEO in Singapore: Roles and Obligations
- Guide to Directors' Remuneration in Singapore
- Directors' Duties in Singapore
- Shadow Directors: Who are They and What Duties Do They Owe to the Company?
- How to Remove a Director from a Company in Singapore
- Removal and Resignation of Company Auditor in Singapore
- Appointing a Company Secretary: Roles and Responsibilities
- Appointing an Authorised Representative for Foreign Companies in Singapore
- Process Agents in Singapore
- Share Buybacks in Singapore: Procedure, Cost and More
- How to Split Shares (or Stocks) in a Singapore Company
- 2 Ways to Remove a Singapore Company Shareholder ASAP
- What are Treasury Shares? Guide for Singapore Companies
- Guide to Paid-Up Capital in Singapore (Is $1 Enough?)
- Preparing a Register of Shareholders for a Singapore Company
- How to Issue Shares in a Singapore Private Company
- Guide to Transferring Shares in a Singapore Private Company
- Your Guide to Share Certificates in Singapore: Usage and How to Prepare
- Shareholder Rights in Singapore Private Companies
- Shareholder Roles and Obligations in Singapore Companies
- Dividend Payments Guide for Singapore Business Owners
- Share Transmission: What Happens If a Shareholder Dies in Singapore?
- How to Reduce the Share Capital of Your Singapore Company
- Buy-Sell Agreements: How to Write & Fund Them in Singapore
- Oppression of Minority Shareholders
- Is Your Business Collaboration Competition Law-Compliant?
- Explained: Registered Filing Agent for Singapore Businesses
- Transfer Pricing Obligations of Singapore Companies
- Adhering to Trading Sanctions and Restrictions in Singapore
- Cyber Hygiene Compliance Guide for Singapore Companies
- Corporate Social Responsibility For Businesses in Singapore
- Essential Regulatory Compliance Guide for Singapore Companies
- Dormant Companies and Their Filing Obligations in Singapore
- Anti-Money Laundering Regulations and Your Business: What You Need to Know
- Price-Fixing, Bid-Rigging and Other Anti-Competitive Practices to Avoid
- Legally Conducting Lucky Draws for Singapore Businesses
- Restaurant Inspection and Food Safety Rules in Singapore
- Does Your Company Need a Legal Team (In-House Counsel)?
- Acqui-Hiring of Singapore Companies: How Does It Work?
- How to Change the Name of Your Singapore Company
- Can Directors be Liable for Company Debts in Singapore?
- Company Loans to Directors/Shareholders in Singapore
- 3 Types of Insurance Every Singapore Business Needs
- Creating and Registering Charges in Singapore: Guide for Companies
- Guide to Effective Business Continuity Planning in Singapore
- Business Asset Sale & Disposal in Singapore: How Do They Work?
- Business Partnership Disputes in Singapore: How to Resolve
- How to Commence a Derivative Action on Behalf of a Company in Singapore
- Business Will: How to Pass on Your Business to Your Successors in Singapore
- Record-Keeping Requirements for Singapore Companies
- Company Constitutions in Singapore and How to Draft One
- Company Memorandum and Articles of Association
- Company Resolutions: What are They?
- Board Resolutions in Singapore
- Minutes of Company Meeting in Singapore: How to Record
- How to Set Up a Register of Controllers
- How to Set Up a Register of Nominee Directors
- Guide to Filing Financial Statements for Singapore Business Owners
- Filing Annual Returns For Your Business
- Carbon Tax in Singapore: What is the Rate and Who Must Pay?
- Laws and Penalties for GST Evasion in Singapore
- 6 Common Taxes in Singapore For Individuals & Businesses
- Singapore Corporate Tax: How to Pay, Tax Rate, Exemptions
- Start-Up Tax Exemption Guide for New Singapore Companies
- GST Registration: Requirements and Procedure in Singapore
- What is Withholding Tax and When to Pay It in Singapore
- Singapore Influencers: Here's How to Calculate Your Income Tax
- Tax Investigation of Tax-Evading Business Owners in Singapore
- Small Business Accounting Services in Singapore
- Company Audits in Singapore: Requirements and Exemptions
- Suspect a PDPA Data Breach? Here's What to Do Next
- Must You Notify PDPC About a Data Breach in Your Business?
- Data Room: Should Your Singapore Company Set Up One?
- Victim of a Data Breach? Here’s What You Can Do
- Summary: Your Organisation's 10 Main PDPA Obligations
- Essential PDPA Compliance Guide for Singapore Businesses
- PDPA Consent Requirements: How Can Your Business Comply?
- Is It Legal for Businesses to Ask for Your NRIC in Singapore?
- Here's a 7-Step Plan for Companies to Prevent Unauthorised Disclosure When Processing and Sending Personal Data
- Cloud Storage of Personal Data: Your Business’ Data Protection Obligations
- GDPR Compliance in Singapore: Is it Required and How to Comply
- Appointing a Data Protection Officer For Your Business: All You Need to Know
- How Can Companies Dispose of Documents Containing Personal Data?
- Check the Do-Not-Call Registry Before Marketing to Singapore Phone Numbers
- How to Legally Install CCTVs for Home/Business Use in Singapore
- Is Web Scraping or Crawling Legal in Singapore?
- Legal Options If Employees Breach Confidentiality in Singapore
- Social Media Marketing: Legal Guide for Singapore Businesses
- Your Guide to E-commerce Website Terms of Service in Singapore
- Dealing with Defamation of Your Business: Can You Sue?
- Sending Email Newsletters That Comply With Singapore Law
- A legal guide to drafting a social media policy for your company
- Your Guide to a Media Release Form in Singapore
- Your Guide to an Influencer Marketing Agreement in Singapore
- Outdoor Advertising: How to Legally Display Public Ads in Singapore
- A Guide to Digital Bank Regulation in Singapore
- Applying for a Major Payment Institution Licence in Singapore
- Applying to the MAS FinTech Regulatory Sandbox
- Payment Services Act Licensing Guide for Fintech Businesses
- How to Get a Payment Service Provider Licence in Singapore
- Financial Adviser's Licence Guide for Singapore Businesses
- Capital Markets (CMS) Licence Requirements in Singapore
- How to Offer E-Wallet Services in Singapore: Licensing Guide
- Digital Payment Token Services Licence Guide in Singapore
- How to Legally Offer Crypto Services in Singapore
- How to Restore a Struck-Off Company in Singapore
- Claw-Back of Assets From Unfair Preference and Undervalued Transactions
- Should You Save or Close Your Zombie Company in Singapore?
- Voluntary Suspension of Business in Singapore: How to Handle
- Winding Up a Singapore Company: Grounds and Procedure
- Closing Your Singapore Business: What You Need to Settle
- Striking Off a Company
- Restoring a Company That was Struck Off Without You Knowing
- Dissolution of partnerships in Singapore
- What Should a Creditor Do When a Company Becomes Insolvent?
- How to File a Proof of Debt Against a Company in Liquidation
- Validation of Payments Made by Companies Being Wound Up