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.

Administrative role

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.

Advisory role

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.

Fiduciary role

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.

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