Under the laws of Singapore, all companies incorporated in Singapore must appoint a Company Secretary. The Company Secretary is a compliance officer of the company and must be appointed within 6 months of the company’s date of incorporation.
At any point of time, this position cannot be left vacant for more than 6 months if not the directors will face a penalty of up to $1,000. If the company has one director, he/ she cannot act as the Company Secretary. However, if the company has more than one director, the other director can assume the role of Company Secretary.
The Company Secretary is responsible for ensuring that the company is in compliance with the relevant legislations and regulations in Singapore. Additionally, the Company Secretary also keeps Board members informed of their legal responsibilities in the company. Therefore it is a critical role as the directors, Board and Chairman rely on the Company Secretary to advise them on their duties, relevant governance laws and compliance etc.
So what are the requirements for appointment and responsibilities of a Company Secretary? We examine these further in the article.
Requirements For Appointment
Section 88 of the Companies (Amendment) Act 2014 states that every company in Singapore must appoint one or more Company Secretaries. The Company Secretary must be a natural person and a resident of Singapore.
This section also states that during the appointment of a Company Secretary, the directors must ensure he/ she has the relevant and necessary academic and professional qualifications as well as experience.
A person is ineligible for appointment if he/ she has a debarment by the Registrar on the date of appointment. The Registrar can debar a Company Secretary who is in default of any of the relevant sections of the Act.
Core Responsibilities Of A Company Secretary
1. Custody of the company seal and identity
Safekeep the company seal and use it on documents when required. Additionally, he/ she has to ensure that the company’s name and entity number are stated on all the notices, business letters and other official correspondences.
2. Maintenance of statutory registers and filing of forms
Maintain and update the statutory registers including the register of substantial shareholders, register of members, register of charges as prescribed by the law etc.
Filing of necessary returns and forms with the Registrar needs to be done within a specified period of time. They are Annual Returns, return of allotment of shares, notice of appointment or resignation of a director etc.
3. Preparation of accounts
Make sure that the company’s accounts are prepared accordingly with the legislative requirements and once prepared, he/ she has to file these statements with the Registrar.
4. Notice, agenda and minutes of meeting
Notices of meetings need to be sent to all the shareholders and members. The Company Secretary also must prepare the agenda and organise the meetings. The minutes of meetings are required too as they are records that the company has to maintain as per the laws and regulations in Singapore.
5. Constitution and insurance
Ensure that the company, its directors and Board abide by the rules and regulations set out by the Constitution of the Company at all times. Adequate insurance coverage must be in place for the company, directors, office, officers and staff etc.
Importance Of The Role In Organisational Relationships
Ensures all relevant statutory requirements are met, sound practice of corporate governance, business interests are always protected and is present at the company’s registered office address on a regular basis.
2. Board of Directors
Advises directors and provides any practical support whenever required, share information with all the directors in a timely manner so that they can contribute fully during the board meetings.
Communicates regularly with the shareholders, making sure their interests are protected, disseminate financial statements in a timely manner so that the shareholders can be prepared to participate in decision making at the company’s Annual General Meeting (AGM).
As an officer appointed in fiduciary capacity, the Company Secretary must always ensure the following:
- His/ her personal interest must not clash with those of the company.
- He/ she must carry out the duties with utmost care and diligence.
- He/ she must not act beyond the authority given by the law.
- He/ she must keep all information and trade secrets private and confidential during the employment period.
- He/ she must not make any secret gains during the course of carrying out his/ her duties.
- He/ she can be held liable in the event of negligence or breach of duties.
In summary, the appointment of a Company Secretary is a crucial step and choosing the right person matters to avoid non-compliance and potential closure of business operations. For this reason, you may also choose to use a reputable corporate services provider like TASK to assist you.