In Singapore, all companies must appoint a company secretary within six months of incorporation to avoid financial penalties. The company secretary plays a key role in ensuring legal and regulatory compliance, supporting good corporate governance, and maintaining clear communication within the business.
This article gives a simple overview of the company secretary's responsibilities and their important role in helping a business stay compliant and successful.
The Singapore Companies Act sets clear rules about who can and cannot be a company secretary. Here’s a simple breakdown:
Who Can Be a Company Secretary?
An Individual:
The company secretary must be a person, not a business or corporate entity.
Singapore Resident:
They must live in Singapore and be a citizen, permanent resident, or hold an employment pass or dependent pass.
Who Cannot Be a Company Secretary?
Keep in mind that these requirements might vary depending on the type of company. If you’re unsure, it’s best to check the latest guidelines or speak with a professional.
What qualifications and requirements are needed to become a company secretary?
The Companies Act requires company secretaries to have the necessary knowledge and experience to perform their duties effectively.
For public companies, the company secretary must be either a registered qualified individual or a registered filing agent:
For private companies, any Singapore resident with a SingPass can be appointed as a company secretary. SingPass is Singapore's digital ID system for citizens, permanent residents, and eligible foreign workers.
What Does a Company Secretary Do?
Company secretaries handle a wide variety of tasks. While the following list covers their main duties, it's not exhaustive, as they often take on extra responsibilities to support the company's overall operations.
1. Ensuring Compliance
A company secretary ensures the business follows all legal and regulatory requirements. This includes keeping important records like the register of members, directors, and charges. They also prepare and submit documents, such as annual returns, to authorities like ACRA and IRAS.
2. Supporting Good Corporate Governance
The secretary helps the company practice good corporate governance by assisting the board with policies and procedures that promote transparency, ethical conduct, and legal compliance. They also offer advice on best practices for corporate governance.
3. Providing Expert Advice
Company secretaries advise directors and senior management on legal, governance, and compliance matters. They stay updated on regulation changes and help draft or review contracts and legal documents to avoid risks.
4. Managing Communication and Disclosures
Clear communication is essential for any business. The secretary prepares meeting notices, writes meeting minutes, and manages communication with regulators. They ensure all required information is shared accurately and on time with shareholders and other stakeholders.
5. Organising the AGM and Handling Shareholder Relations
The company secretary is responsible for organizing the Annual General Meeting (AGM). This includes preparing the agenda, coordinating with shareholders, and overseeing voting procedures. Beyond the AGM, they manage shareholder queries and help maintain strong communication between the company and its investors.
Understanding the roles and responsibilities of a company secretary is crucial for businesses in Singapore to stay compliant and maintain effective corporate governance. By engaging a qualified and experienced company secretary, businesses can streamline their administrative tasks, reduce risks, and uphold strong governance practices.
Clooud Consulting’s professional Singapore-based team offers reliable company secretarial services to handle time-consuming tasks like report filing, tracking important deadlines, and ensuring regulatory compliance. Contact Clooud Consulting today to learn more about our services and how we can support your business.
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