Appointing a Company Secretary in Singapore

Staff Writer

February 22, 2022

What’s in the article?

Company secretaries are officers of the company who specialise in the administration of a company. Their principal role would be ensuring fellow officers (eg. Directors) are aware of statutory obligations to be fulfilled. Some of these obligations include appointment of auditors, filing of Annual Returns as well as timely holding of the Annual General Meeting (AGM).

Who can be a company secretary?

To be a company secretary of a private company, one must fulfil the following criteria

  • Be ordinarily resident in Singapore
  • Above 18 years of age
  • Must have sound knowledge of Companies Act

The criteria to be the company secretary of a private company however, is much more stringent. A secretary of a public company must fulfil one of the following criteria in addition to the criteria to be a private company secretary.

  • Been a secretary of a company for at least 3 of the 5 years immediately before his appointment as secretary of the public company.
  • Qualified person under the Legal Profession Act (Cap. 161).
  • Public accountant registered under the Accountants Act (Cap. 2).
  • Member of the Institute of Certified Public Accountants of Singapore.
  • Member of the Singapore Association of the Institute of Chartered Secretaries and Administrators.
  • Member of the Association of International Accountants (Singapore Branch).
  • Member of the Institute of Company Accountants, Singapore.

What does a company secretary do?

A Company Secretary acts in an administrative role, ensuring that the company meets all of the relevant statutory and regulatory requirements, such as notifying its directors of deadlines for matters such as annual filing dates.

They have 2 types of duties, fiduciary duties and company duties.

Fiduciary duties of a company secretary include:

  • always act in the best interest of the company
  • always avoid conflict of interests
  • always carry out duties with reasonable care and diligence
  • never make illegitimate profits from personal dealings for/with the company

Typical company duties include:

  • ‍Maintain and update the company’s registers and minutes books
  • Administer, attend and prepare minutes of meetings of directors and shareholders
  • Ensure compliance with statutory requirements under the Companies Act
  • Ensure compliance with the company’s Memorandum and Articles of Association (“M&AA”)
  • Keep the company and its directors aware of the deadlines for annual returns and any other returns that should be filed with ACRA
  • Advise the company on and attend to the appropriate electronic filings with the ACRA for changes within the company within the prescribed timeframes as set out by the ACRA
  • Safekeeping of the corporate seal and ensuring appropriate usage of it.
  • Ensuring company officers are updated on key changes in statutory law
  • Act as a middleman between the company as well as relevant agencies i.e. IRAS, ACRA or the Stock Exchange

Call us if you have further questions.

Why should you outsource your company secretary to a Corporate Service Provider?

In today’s business landscape, changes in statutory law and compliance regulations are constant. An in-house company secretary, who usually holds concurrent appointments, might not be aware of the full extent of implications stemming from these amendments.

As such, numerous firms tend to minimise their own hassle and employ professional corporate service providers to assist with their corporate secretarial service.

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