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.

Who Is Eligible to Be a Company Secretary?

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?

• The Sole Director: If a company has only one director, that person cannot also be the company secretary. This rule helps maintain clear and responsible governance.
• Bankrupt Individuals: Anyone who has declared bankruptcy and hasn’t been officially released by the court can’t take on this role.
• Disqualified by ACRA: If a person has been banned by Singapore's Accounting and Corporate Regulatory Authority (ACRA) from being a company secretary, they are not allowed to hold the position.

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:

• Registered Qualified Individual: This is someone with the right qualifications, such as membership with a professional body like the Institute of Singapore Chartered Secretaries and Administrators (ISCA). They must also be officially registered with ACRA.
  
• Registered Filing Agent: This is a person or business that handles official transactions with ACRA on behalf of clients. A filing agent must work with at least one registered qualified individual.
  

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.

How Clooud Consulting Can Help

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.

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!

The purpose of a corporate secretary is to ensure that your company is in check and compliant with local regulations. Companies which are incorporated in Singapore are required to appoint a company secretary within six months from incorporation. Companies may either choose to hire a full-time secretary or outsource their corporate secretarial services in Singapore. 

Advantages of hiring an external corporate secretary

1. Convenience and Efficiency in Corporate Secretarial Services
   Engaging with corporate secretarial services ensures that your company's compliance needs are expertly managed by professionals with the necessary expertise and knowledge. Outsourcing allows you to focus on revenue-generating aspects of your business without concerns about compliance.
   
2. Cost Savings Through Outsourcing
   Outsourcing your corporate secretary saves your time and money that would otherwise be spent on hiring and training an in-house corporate secretary. These resources can be redirected to further develop your business.
   
3. Get Precise and Prompt Services
   Companies offering corporate secretarial services employ skilled professionals with extensive knowledge and experience to efficiently manage your administrative needs on schedule.

Company Secretarial Services at Clooud Consulting LLP

At Clooud Consulting LLP, our Company Secretarial Services in Singapore ensure your business meets all ACRA, IRAS, CPF and MOM compliance requirements, statutory obligations, and secretarial needs. Using AI and cloud solutions, we diligently monitor deadlines to prevent penalties. Additionally, we provide expert advice on accounting and tax matters to support your business operations effectively.

Basic Secretary Plan is tailored for small firms with straightforward structures. This plan includes:

• Facilitation and filing of ACRA annual returns
• Maintenance of the Company Register through our secure Cloud system
• No worries about ACRA fees, fines, or penalties
• All documents can be conveniently signed by your shareholders and directors using e-signatures

Super Secretary Plan is designed for small to growing companies and larger firms. This comprehensive plan includes everything in the Basic plan, plus:

• Preparation and filing of ACRA annual returns
• Preparation of Board Resolutions for various changes and appointments, including directors, company secretaries, auditors, and more
• Handling changes such as company name, financial year end, officer’s particulars, business activities, SSIC codes, shareholdings, and other administrative tasks
• Preparation of Annual Director’s Report, AGM documents, and meeting minutes as required
• Advisory on Corporate Secretarial compliance, ensuring adherence to Company Acts and Income Tax Acts
• System reminders for filing deadlines to prevent any lapses

Wonderful Secretary Plan is tailored for medium to larger firms. This advanced plan includes everything from the Super plan, and additionally offers:

• Unlimited preparation of Board Resolutions
• Attendance at one Board Meeting or AGM meeting
• Advisory services on corporate governance and internal controls
• Advisory on preparation for listing on Singapore Catalysts

Why choose Clooud Consulting LLP?

Our team is well-experienced in advising multinational clients across diverse industries. We specialize in delivering practical solutions that are tailored to fit your business needs and goals effectively. Count on our expertise to provide insights and recommendations that are relevant and beneficial to your operations.

We provide dedicated service by assigning you a personal company secretary who serves as your single point of contact. This ensures that your specific needs are thoroughly understood and that we can effectively meet complex compliance requirements on your behalf. This personalized approach guarantees that you receive focused attention and comprehensive support tailored to your business.

We prioritize value addition by deeply engaging with our clients to understand their distinct needs and ambitions. Our team of experts is dedicated to helping clients achieve their goals effectively. We ensure that every client receives the utmost value from our services, tailored to meet their specific requirements and expectations. This commitment to delivering tangible results ensures that our clients receive the strategic support they need to succeed.

Contact Clooud Consulting Today!

At Clooud Consulting LLP, we are a certified Filing Agent (FA20190164) registered with ACRA, equipped to provide expert Company Secretarial services. Our team is highly qualified, experienced, and committed to ensuring your company remains compliant. Let Clooud Consulting LLP take care of all your corporate governance needs and paperwork, allowing you to concentrate on growing your business without the stress of administrative burdens. Contact us today to learn more about how we can assist you!

Let us handle your Company Secretarial needs in Singapore, so you can focus on your business. Our team of dedicated experts will track tax deadlines, file documents, and ensure your company stays compliant with regulations.

WHAT IS CORPORATE GOVERNANCE?

Corporate governance is all about how companies are managed and overseen. The company secretary is a key part of this, making sure the company follows rules, keeps good records, and helps communication between the board, management, and shareholders. But corporate governance goes beyond just these tasks – it's about having rules and practices that make sure companies are open, accountable, and behave ethically.

WHAT IS COMPANY SECRETARY?

A Company Secretary is someone appointed by a company to make sure it follows all the rules and laws in Singapore. They have a lot of experience and know a lot about how businesses should be run properly. Company Secretaries can also help with giving advice and solving problems between the company's bosses (directors) and the people who own shares in the company (shareholders).

In Singapore, it's a rule that every company must have a Company Secretary. This person helps with important tasks like keeping track of taxes and financial records, along with other duties like making sure meetings are held properly and paperwork is filed correctly.

WHY DO YOU NEED A COMPANY SECRETARY?

Well, it's actually a rule that every company in Singapore must have one within 6 months of being incorporated. This person can't be left vacant for more than 6 months. If you don't want to handle this yourself, you can hire us to do it for you.

The Company Secretary is an important person because they help make sure your company follows all the rules. They also help with things like answering questions from the Accounting and Corporate Regulatory Authority (ACRA). It's actually a law that every company must have a Company Secretary.

Having a professional Company Secretary, who is also a Registered Filing Agent with ACRA, can help you avoid getting into trouble. For example, they can make sure you don't miss deadlines for filing important documents with ACRA, which could save you from having to pay fines.

WHAT DOES A COMPANY SECRETARY DO?

A company secretary's duties typically involve:

• Making sure the company follows all legal and regulatory rules from organizations like SGX, ACRA, IRAS, and CPF board.
• Keeping track of important company records and documents.
• Organizing board meetings and taking notes during them.
• Giving advice to the board on how to run things properly.
• Handling communication with shareholders and keeping them in the loop.
• Making sure the company sticks to its rules and policies on how it's run.
• Dealing with paperwork that needs to be filed with the government.
• Offering advice on the best ways to run the company according to good business practices.

HOW CLOOUD CONSULTING CAN HELP YOU?

Clooud Consulting LLP is a Registered Filing Agent (FA20190164) with ACRA. We are qualified, experienced, and professional, ensuring your company stays compliant with our expert Company Secretarial services. Contact Clooud Consulting LLP now. Let us handle the corporate governance matters and paperwork so you can focus on growing your business hassle-free!