All companies registered in Singapore must appoint a company secretary who is a resident of Singapore. If the company has only one director, that person cannot also be the company secretary. However, if there are multiple directors, one of them can serve as the company secretary. Although the Singapore Companies Act doesn’t clearly outline the role, the company secretary is mainly responsible for the administrative and reporting tasks required by law. Their job is to help the directors ensure that the company complies with all regulations. Are you looking for a Licensed ACRA FIling Agency? Let us help you with the duties and responsibilities of a company secretary in Singapore.

How to Appoint a Resident Company Secretary in Singapore

Appointing a company secretary is a key step in setting up a company in Singapore. The Accounting and Corporate Regulatory Authority (ACRA) requires every company to appoint a company secretary within six months of incorporation. The person you choose must live in Singapore and cannot be the sole director of the company.

If a company has more than one director, one of them can also be the company secretary. To be considered a resident, the company secretary must usually live in Singapore. This means they can be a Singapore Citizen, Permanent Resident, or someone holding an EntrePass or Employment Pass to work in the company.

Qualifications for a Resident Company Secretary in Singapore

The board of directors of a Singapore company is responsible for appointing the company secretary and deciding their pay. According to Section 171 (1AA) of the Companies Act, a company secretary for a public company in Singapore must be qualified and meet at least one of the following criteria:

1. Has been a company secretary for at least three of the last five years before their appointment.
2. Is a qualified person under the Legal Profession Act.
3. Is a registered public accountant under the Accountants Act.
4. Is a member of the Institute of Certified Public Accountants of Singapore.
5. Is a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators.
6. Is a member of the Association of International Accountants (Singapore Branch).
7. Is a member of the Institute of Company Accountants, Singapore.

Key Responsibilities of a Company Secretary in Singapore

A company secretary in Singapore is responsible to three main groups: the company itself, the directors, and the shareholders. Here are the key roles of a company secretary:

• Compliance:
  Ensuring the company follows all relevant laws and regulations in Singapore, including the Companies Act and the Income Tax Act. You can check this helpful guide for calculating income tax for your business.

• Corporate Governance:
  Helping the board of directors maintain good practices in corporate governance. This includes making sure that board meetings and general meetings are held according to the company’s rules and legal requirements.

• Record Keeping:
  Keeping important documents like the company’s statutory registers and minutes from meetings, as required by law.

• Advisory Role:
  Offering advice to the board on legal and regulatory compliance, corporate governance, and other operational issues.

• Communication:
  Acting as the main contact between the company and its stakeholders, such as shareholders, directors, auditors, and regulatory bodies.

Duties of a Company Secretary in Singapore

A company secretary in Singapore is essential for making sure the business follows the law by preparing, keeping, and organizing important documents. Curious about what a company secretary does? Let’s explore their role in more detail.

Main Responsibilities of a Corporate Secretary

A corporate secretary has several important administrative and legal duties. These include making sure the company follows ACRA regulations, organizing important meetings, and overseeing key business areas.

• Compliance with ACRA Regulations
  The company secretary is responsible for making sure the business follows the Companies Act and other relevant laws. This includes keeping the company’s official records, filing annual returns with ACRA, and ensuring all records are accurate and current. They also need to stay informed about changes in regulations and update the company’s practices and procedures to stay compliant.
  
• Board Meetings
  The corporate secretary must:
  • Plan and arrange board meetings
  • Take notes during the meetings
  • Make sure the meetings follow the company’s rules, the Companies Act, and other regulations
  • Provide guidance to the board
  • Keep all records of the meetings, including notes and resolutions

• General Meetings
  For the annual general meeting (AGM), the secretary is responsible for:
  • Setting up the meeting and informing all stakeholders
  • Taking notes during the meeting
  • Assisting shareholders with their questions
  • Handling voting and resolutions
  • Filing all required documents with ACRA

• Memorandum and Articles of Association (MAA)
  The Memorandum and Articles of Association (MAA) set the rules for how the company operates. The company secretary must:
  • Write and keep the MAA updated
  • Advise the board about any changes
  • Make sure the company follows the MAA
  • File any updates with ACRA
    
• Duties Related to Shareholders
  The duties related to shareholders include:
  • Keeping the shareholder register up to date
  • Informing shareholders about important news and meetings
  • Managing and recording share activities like allotments, issues, and transfers

• Corporate Governance
  The company secretary is essential for corporate governance in the organization. They offer guidance on following regulations and help create and maintain governance policies.

• Company Seal
  The corporate secretary usually manages the company seal. In Singapore, having a common seal is not mandatory, but if a company chooses to have one, the secretary must make sure it is used correctly and only for approved purposes.
  
• Company Identity
  The company secretary is in charge of keeping the corporate identity intact and making sure it is used properly and consistently in all documents, communications, and transactions. This includes things like the business name, registration number, and branding.
  
• International Operations
  If a Singaporean company has or is thinking about starting operations abroad, the company secretary must make sure it follows the local laws and regulations in those countries.
  
• Buying and Selling Assets
  All purchases, mergers, restructurings, and sales must follow the company’s rules and legal requirements.

Extra Responsibilities of a Company Secretary

In addition to their main legal and contract duties, the company secretary may need to handle extra tasks based on what the company requires. These responsibilities can go beyond their job description and may include areas like human resources and general administration.

Fiduciary Duties of a Corporate Secretary

The fiduciary duties of a company secretary in Singapore include:

• Acting in the best interests of the company
• Avoiding conflicts of interest and being open about any that come up
• Keeping the company’s information confidential
• Not making hidden profits or taking secret payments
• Disclosing any personal interests in contracts or deals made by the company
• Ensuring that all relevant laws and rules are followed
• Taking reasonable steps to keep all records accurate and current

Why Outsource Your Corporate Secretary?

• Convenience and Efficiency
  Using a corporate secretarial service means professionals handle your compliance needs, allowing you to focus on growing your business without worrying about legal requirements.

• Cost Savings
  Outsourcing saves you time and money compared to hiring and training an in-house secretary. You can use those resources to invest in your business.
  
• Fast and Accurate Services
  Professional firms have skilled experts who can efficiently manage your administrative tasks on time.

Company Secretarial Services at Clooud Consulting LLP

At Clooud Consulting LLP, we ensure your business meets all compliance requirements from ACRA, IRAS, CPF, and MOM. Using AI and cloud technology, we keep track of deadlines to avoid penalties and offer advice on accounting and tax matters.

Why Choose Clooud Consulting LLP?

Our experienced team advises clients across various industries, providing tailored solutions to meet your business goals. You’ll have a personal company secretary who understands your specific needs, ensuring effective compliance. We focus on adding value by understanding your unique needs and helping you achieve your goals. Our experts are dedicated to giving you relevant support.

Contact Clooud Consulting Today!

As a certified Filing Agent (FA20190164) registered with ACRA, we’re committed to keeping your company compliant. Let us handle your corporate governance needs so you can concentrate on growing your business. Contact us today to see how we can help!