An article in Chapter 50 of the Singapore Companies Act mandates every company to appoint at least one company secretary who is a permanent resident of Singapore. The company’s directors are required to ensure that the appointed company secretary has the professional skills and knowledge to carry out the responsibilities entrusted to him or her.
Additionally, new businesses need to appoint a company secretary within six months of incorporation of the company. Often companies hire individuals who can serve the dual roles of company secretary as well as director. While professional qualifications are a must for a company secretary to be hired by a public company, private companies can appoint persons with relevant experience in the field, regardless of whether they hold a professional degree.
Role and Responsibilities of a Company Secretary
A company secretary’s foremost role is to ensure that the company’s formation and operations are in compliance with the Companies Act as well as other applicable local laws. They are required to stay up-to-date with changes and amendments in the legal framework, apprise company directors of such changes, and ensure all compliance deadlines are met.
In medium-sized and large organizations, company secretaries often delegate duties to their subordinates while retaining the signing authority. Due to budget constraints, smaller companies generally have a small team (two members at most) taking care of the legal aspects of business.
The day-to-day responsibilities of a Company Secretary include:
- File all necessary documentation with ACRA (Accounting and Corporate Regulatory Authority, Ministry of Finance, Singapore)
- Ensure compliance with the Companies Act, MoA (Memorandum of Association), AoA (Article of Association), and other legal company documentation
- Record information pertaining to key legal, administrative and financial aspects of the business, such as any changes in the share capital
- Notify ACRA of amendments in the company’s constitution as a result of appointment, resignation, or demise of a director or other key officials
- Record allotment of shares within a stipulated time frame and ensure a smooth allotment process
- Maintain the Shareholder Register and ensure compliance with share trading regulations
- Be present at and record the minutes of all meetings of company directors as well as shareholder meetings
- Prepare agenda of above meetings and distribute relevant reports to the attending members
- Prepare any directors’ resolutions discussed during such meetings
- Prepared to act as a supportive link between directors and shareholders
- Provide guidance to company owners for key business decisions and ensure that they are in compliance with legal guidelines
- Diligently note any foreseeable conflicts of interest and ensure adherence of all stakeholders to the company constitution
- Ensure safety of the common seal to avoid its misuse for fraudulent gains
- Maintain Register of Controllers – a document that provides information about the controller of the company, i.e., the individual or company in control of running the enterprise
- Maintain Register of Nominee Director
- Maintain Register of Members for overseas companies
These are only some of the core duties of a company secretary. While companies are not legally required to hire a company secretary, experts say it is logical to have a specialist on board who can attend to the complex legal guidelines of running a business in Singapore.