A corporate secretary in Singapore is essential for managing a company’s administrative and regulatory compliance responsibilities on behalf of the board of directors. The company secretary role involves guiding corporate governance, ensuring that legal standards and best practices are followed, managing regulatory filings, issuing company resolutions, and maintaining accurate records. In addition, they serve as a trusted advisor to both the board and executive management, often playing a role in strategic decision-making. Their work helps ensure that the company operates efficiently and complies with all legal and regulatory requirements.
Appointing a Corporate Secretary in Singapore
A company in Singapore is required to appoint a corporate secretary within six months of incorporation, as mandated by the Accounting and Corporate Regulatory Authority (ACRA). This individual must be a local resident and cannot serve as the sole director of the entity. If a secretary is also a director, there must be at least one additional director present.
ACRA defines a ‘resident’ as a Singapore citizen, permanent resident, or holding an EntrePass or Employment Pass. The resident’s primary residence must be in Singapore.
Requirements for a Company Secretary in Singapore
A candidate for the role of company secretary in Singapore must fulfill specific qualifications set out in the Companies Act, Section 171(1AA). These include:
- A minimum of three years of experience as a company secretary within the last five years in a public company.
- Possession of qualifications specified in the Legal Profession Act.
- Registration as a public accountant according to the Accountants Act.
The individual must be a registered member of one of the following organizations:
- Institute of Certified Public Accountants of Singapore
- Singapore Association of the Institute of Chartered Secretaries and Administrators
- Association of International Accountants (Singapore Branch)
- Institute of Company Accountants, Singapore
Essential Duties of a Company Secretary in Singapore
A corporate secretary is responsible for ensuring compliance with laws, supporting corporate governance, and managing records. They ensure the company follows legal requirements like the Companies Act and Income Tax Act, help the board run meetings properly, and maintain important company documents. They also advise the board on legal and governance matters and act as the main point of contact between the business and its stakeholders, including shareholders, directors, and authorities.
Beyond the primary statutory and contractual obligations, the corporate secretary may also undertake extra tasks tailored to the company’s specific needs. These may extend to roles in human resources, general administration, and additional functions pivotal for operational efficiency.
Core Responsibilities of a Corporate Secretary
The corporate secretary in Singapore is responsible for ensuring that a company works legally, efficiently, and in accordance with local and international legislation. Their responsibilities include a wide range of tasks that are critical to the efficient operation of the firm.
Regulatory Compliance: The corporate secretary is in charge of ensuring that the company complies with the Companies Act and other applicable rules. They keep accurate statutory records, file annual returns with the Accounting and Corporate Regulatory Authority (ACRA), and stay current on regulatory developments to ensure the company’s processes comply with the most recent legal standards.
Board Meeting Management: They organize and schedule board meetings, keep meeting minutes, and monitor adherence to the company’s constitution and ACRA requirements. They also advise the board members and keep a detailed record of all meetings, including resolutions.
Annual General Meetings (AGMs): The corporate secretary conveys meeting details to stakeholders, takes minutes, advises shareholders, and enables voting. They are also responsible for providing any appropriate paperwork to ACRA following the meeting.
Annual Return (AR): An AR is a mandatory report filed with the ACRA. It provides critical information about your company, such as its officers, registered address, and financial details. Filing ensures your company remains in compliance with Singapore’s regulatory requirements.
Company’s Constitution: The corporate secretary develops, updates, and advises the board on any changes to the constitution. They guarantee that the company adheres to its constitution and files any revisions with ACRA.
Shareholder Management: They are in charge of keeping the shareholder register up to date, providing essential meeting information, and monitoring share issuance, transfers, and allotments.
Support for Non-Executive Directors: The corporate secretary aids non-executive directors with administrative work and facilitates communication with other stakeholders.
Corporate Governance: As a major role in corporate governance, the corporate secretary advises the company on regulatory compliance and developing and enforcing corporate governance standards.
Fiduciary Responsibilities of a Corporate Secretary
A corporate secretary’s fiduciary duties include acting in the company’s best interests with honesty and integrity. Prioritize the company’s well-being, eliminate conflicts of interest, protect confidential information, and ensure legal compliance. They must disclose personal interests in company transactions, avoid undisclosed earnings or commissions, and maintain accurate and up-to-date records. These responsibilities promote openness, legal compliance, and the company’s reputation.
Conclusion
A corporate secretary in Singapore is responsible for ensuring legal compliance, promoting good corporate governance, and maintaining important firm records. They advise the board on regulatory problems, handle any necessary filings, and serve as the primary point of contact between the company and its stakeholders. Their roles are critical to the business’s smooth and effective operation, ensuring the company’s long-term success.