Appointing a Corporate Secretary: What are Their Roles & Responsibilities?

In the realm of corporate governance, the role of a company secretary is pivotal. As a Singapore-based business owner, comprehending the intricacies of this position is essential for ensuring statutory compliance and efficient administrative operations.

Appointing a Company Secretary in Singapore

When establishing a company in Singapore, it’s essential to appoint a corporate secretary within six months of incorporation, as mandated by The Accounting and Corporate Regulatory Authority (ACRA). Here’s what you need to know about the appointment process:

1. Timing of Appointment: Within six months of incorporation, the board must appoint a company secretary to ensure compliance with ACRA regulations. Failure to do so within this timeframe can result in penalties, including fines of up to $1,000.
2. Residency Requirement: The appointed company secretary must be a local resident of Singapore. ACRA defines a ‘resident’ as a citizen, permanent resident, or holder of an EntrePass or Employment Pass, whose primary place of residence is in Singapore.
3. Directorship Limitation: The company secretary cannot simultaneously serve as the sole director of the entity. If there is only one director, another individual must be appointed as the company secretary.

Assistance from Counto: If you require assistance in finding a suitable candidate who meets the eligibility criteria, Counto can provide support. Contact us for expert guidance in appointing a company secretary for your Singapore-based company.

Requirements of a Company Secretary

1. Statutory Compliance and Regulatory Adherence:

• • Ensuring Compliance with the Companies Act: The company secretary is responsible for ensuring that the company adheres to the regulations stipulated in the Companies Act of Singapore.
  • Annual Returns and Filings: They oversee the timely submission of annual returns and other necessary filings to the Accounting and Corporate Regulatory Authority (ACRA).
  • Maintenance of Statutory Registers: This includes keeping updated records of shareholders, directors, and other pertinent company information as mandated by law.
  • Knowledge of Legal Framework: Staying abreast of changes in corporate legislation and ensuring that the company operates within the bounds of applicable laws and regulations.

2. Facilitation of Board and Shareholder Meetings:

• • Scheduling Meetings: The company secretary organises and schedules board meetings, ensuring that they are conducted in accordance with statutory requirements and the company’s constitution.
  • Minute Taking: They are responsible for recording accurate minutes of board meetings, documenting discussions, decisions, and resolutions.
  • AGM Preparation: For Annual General Meetings (AGMs), the secretary manages logistics, notifies shareholders, and ensures all necessary documentation is prepared and distributed.
  • Shareholder Communication: Acting as a liaison between the company and its shareholders, the secretary disseminates relevant information and facilitates communication channels.

3. Corporate Governance Oversight:

• • Governance Policies: The company secretary plays a key role in developing, implementing, and upholding corporate governance policies that align with regulatory standards and best practices.
  • Advisory Function: Providing guidance and advice to the board of directors on matters related to corporate governance, legal compliance, and ethical conduct.
  • Transparency and Accountability: They uphold principles of transparency within the company, ensuring that decision-making processes are clear and documented.

4. Record Keeping and Documentation:

• • Maintenance of Corporate Records: This includes managing the company’s statutory registers, minute books, and other essential documents in an organised and accessible manner.
  • Memorandum and Articles of Association (MAA): Drafting, maintaining, and updating the MAA in accordance with regulatory requirements and company resolutions.
  • Filing Requirements: Ensuring that all necessary documents, resolutions, and filings are completed accurately and submitted to regulatory authorities in a timely manner.

5. Advisory Role and Corporate Support:

• • Legal and Regulatory Advice: Providing expert guidance to the board and senior management on legal and regulatory matters, including compliance obligations and governance practices.
  • Support for Non-Executive Directors: Assisting non-executive directors with administrative tasks and facilitating communication between board members and other stakeholders.
  • Strategic Input: Offering insights and recommendations on regulatory changes, corporate strategy, and risk management initiatives to support informed decision-making.

Summary

By appointing a qualified and competent company secretary, businesses can ensure compliance with regulatory requirements and effective administration of corporate affairs in Singapore. As a Singapore-based company, recognising the significance of a competent company secretarial service is paramount for achieving long-term organisational success and sustainability.

Try Counto’s company secretary service 

Running a company in Singapore can be challenging, but with professional support, it can be simple. Counto’s goal is to take away the complexities of compliance, and save you time and money throughout the year. To learn more, speak to us directly on our chatbot, email us at [email protected], or contact us using this form.

Here are some articles you might find helpful:

Transferring shares

Annual General Meetings (AGMs)

Share certificates