Roles and Responsibilities of a Singapore Company Secretary

Staff Writer

April 25, 2023

What’s in the article?

Every company is made up of various job titles and positions, all of which greatly contribute to the business’s smooth operations and overall success. All roles, regardless of their level within the company, are equally important and shouldn’t be disregarded easily—an example of this is the company’s secretary. While seemingly inconsequential in the grand scheme of things company secretaries actually perform many crucial functions that help the company thrive.

What is a Company Secretary?

A company secretary is an officer tasked with handling various administrative roles and responsibilities within the company. One of the most important roles of a company secretary is to help the company comply with section 171 of the Companies Act, which states that all Singapore companies are required to appoint a secretary capable of ensuring that the company’s activities are in line with Singapore’s Company Law.

What are the Roles and Responsibilities of a Company Secretary?

Company secretaries also perform several other tasks that help streamline the company’s day-to-day operations. While these aren’t specified in the Companies Act and may vary depending on a company’s needs, a company secretary’s tasks may include the following:

  • Regularly maintain and update the company’s files and documents (e.g. register of nominee directors, register of substantial shareholders, register of company charges)
  • Administer, attend, and provide a summary of meetings of directors and shareholders
  • Preparing filings to be submitted to the Accounting and Corporate Regulatory Authority (ACRA), while also keeping company directors informed regarding these deadlines (e.g. annual return filings, notices related to company directors and other higher-up positions, filings for changes in the company name)
  • Update company directors and shareholders on any relevant changes and developments in corporate regulations
  • Mediate communication between the company and its shareholders
  • Maintain transparency and accountability within the company’s operations

What are the Powers of a Company Secretary?

Aside from the aforementioned roles and responsibilities, the company secretary is also given the following powers:

  • Authenticate the company’s documents and formal proceedings
  • Store and use the company’s common seal and administer this to documents as needed
  • Serve as the liaison between the company and regulatory bodies and authorities
  • Oversee the implementation of company policies and practices
  • Advise the board and senior management on regulatory and governance matters
  • Distribute copies of documents that prove a company resolution has been passed

What are the Requirements of a Company Secretary?

Company secretaries are responsible for many operational and compliance tasks around the company, ensuring that the company meets requirements set by respective authorities. However, companies cannot simply hire anyone as the corporate secretary. Here are the requirements to hire a company secretary in Singapore:

  • The company secretary must be a resident of Singapore
  • The sole director of the company cannot be the company secretary. If there are two or more directors in the company, then one of the directors can take on the tasks of the company secretary.
  • The company secretary must have the necessary knowledge and experience with company regulations and corporate governance. The company secretary must also be familiar with the handling and preparation of various company annual filings.
  • The company secretary must have not been debarred by the Singapore Government. Debarment refers to the removal of an individual’s rights to function as a company secretary and may be due to failure to comply with Singapore’s Company Law

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What is a Singapore Resident?

As a Singaporean resident, the hired company secretary must be a Singaporean citizen, an EntrePass holder, or a Singapore Permanent Resident. There may be more than one corporate secretary in a company, but there must be at least one secretary who is a Singaporean resident whose usual place of residence is in Singapore.

Can an Employee Be a Company Secretary?

Yes, different employees—whether public relations officers or personal secretaries—can technically qualify to fill the position of company secretary so long as they meet all the criteria and requirements. 

However, it’s important to understand the vast differences between these roles and the gravity that comes with accepting the position of company secretary, as well as the importance of this position to the overall operations of the company.

Do You Need Certifications or Licenses to Be a Company Secretary?

No, you don’t need any certifications or licenses to be a company secretary as this isn’t part of the requirements specified by ACRA. However, company secretaries are required to have a thorough understanding of corporate governance. With that, aspiring company secretaries may find that the following may help improve their chances of landing a job:

  • Diploma or Degree in Law, Business, or Accounting: Having a diploma or degree in these fields from an accredited course or institution can attest to your fundamental knowledge of the legal aspects of the corporate world.
  • Passing Marks in a Professional Examination: Passing professional examinations, such as those from the Chartered Secretary Qualifying Scheme or the Insititute of Chartered Secretaries and Administrators, will prove that you are familiar with the relevant frameworks involved in corporate governance.
  • Relevant Experience: It can also help to gain relevant experience that can equip you with the right knowledge and skills needed for a company secretary role. Some positions include working as a trainee or junior employee under an existing company secretary, an intern or employee in a related field such as an accounting or law firm, or a volunteer for a non-profit organization that dabbles in the many nuances of governance.

Can the Government Assign a Company Secretary?

Yes, private companies that are unable to follow company law will be given a new company secretary who meets the requirements of a company secretary for a public company by the Singapore government. A company secretary for a public company must meet at least one of the following requirements:

  • Previously the company secretary of a private company for at least three years before becoming the appointed secretary of a public company
  • A public accountant, or a member of the Institute of Certified Public Accountants of Singapore, Singapore Institute of Company Accountants, or the Association of International Accountants in Singapore
  • A member of the Singapore Association of the Institute of Chartered Secretaries and Administrators
  • A qualified person as stated in the Legal Profession Act

Does Every Company Need a Company Secretary?

Yes, every company needs a company secretary. Companies applying for incorporation must register with at least one corporate secretary who meets the requirements to get approvals from the ACRA. The company will have to hire a corporate secretary within 6 months of incorporation to comply with the requirements set for businesses in Singapore. 

Should the position of company secretary be left unfilled for more than 6 months at any time—regardless of whether or not the company has already been incorporated—the company may face a penalty of up to SGD 1,000.

How to Appoint a New Company Secretary?

The process of appointing a company secretary will depend on the status of the company’s incorporation:

  • Appointment at Incorporation: When incorporating a new company, a new company secretary can be appointed during the incorporation process as this will be a part of the company’s constitution and other registration documents that will have to be submitted.
  • Appointment After Incorporation: To appoint a company secretary after your company’s successful incorporation process, a board or director’s resolution must be submitted with this decision. Furthermore, the newly appointed company secretary will also have to complete a consent form stating that he or she agrees to act as the company secretary. Finally, the company will have to submit a notification to ACRA stating that a new company secretary has been appointed. The company’s information with ACRA should also be updated within 14 days, which can be done through ACRA’s online portal.

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Is a Company Secretary the Same as a Personal Assistant?

No, a company secretary is not the same as a personal assistant. While both roles involve administrative tasks, corporate secretaries are also in charge of ensuring that the company’s legal compliance and corporate governance are sound. Company secretaries are also in charge of liaising with the company’s board, management, shareholders, and regulatory bodies, while personal assistants are often only there to assist high-ranking executives.

How Many Company Secretaries Can a Company Have?

While all Singapore companies are required to have at least one company secretary, there is no limit as to how many company secretaries a company can have. A company can appoint several different company secretaries as long as each employee meets the eligibility criteria stated in the previous section. It’s also important to take into consideration any related stipulation in the company’s Articles of Association that may state otherwise.

How Much Does a Company Secretary Make?

While the salary of a company secretary heavily depends on both the company and the industry that it’s in, interested applicants can expect to make a salary of around SGD 6,500 a month in an entry-level position. Keep in mind that this value can still increase in various situations such as a positive candidate appraisal or the length of employment with the company.

Can the Company Secretary Be Held Liable?

Yes, the company secretary can be held liable in certain situations. According to ACRA, the corporate secretary may be held liable in case the company does not comply with the laws and regulations set for the company according to the nature of its business. 

As the company secretary is responsible for overseeing the administrative tasks of the company, he or she must bring any issues of non-compliance to the company directors. Failure to do so may make the secretary liable for any legal issues arising from negligence.

In regards to financial liability, the company secretary will not be held personally liable for any company debt. However, this may not be the case if he or she also serves as a company director as directors may have legal responsibilities and potential liabilities, especially if they were involved in decisions that lead to fraud, insolvency, or financial difficulties.

Hire the Right People

Corporate secretaries do more than just assist directors and upper management with their day-to-day duties. It is essential for any company to hire someone qualified enough to tackle corporate secretarial duties to ensure that the company operates efficiently, smoothly, and without any issues arising from compliance. 

Hire the right corporate secretary through WealthBridge, and ease the incorporation process as our team handles the tasks for you. Ensure your company is headed in the right direction, and start your business the right way when you partner with us for all your corporate service needs!

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