According to Chapter 50, Section 171 of the Singapore Companies Act, each company functioning in Singapore are required to hire a Singapore Company Secretary in order to make sure that the company complies with the Act. Singapore Company Incorporation Consultants offers Singapore company / corporate secretarial services by serving as your company secretary / corporate secretary to help ensure that your company adheres to the specific requirements stated by Accounting & Corporate Regulatory Authority (ACRA).
The company secretary must be appointed within 6 months of the company incorporation date. Section 171 of the Companies Act also states that it is the duty of the company directors to take reasonable steps to secure that the company secretary is a person who have the requisite knowledge and experience to discharge the functions of the company secretary. This person must not be the sole director of the company and must reside locally in Singapore. The company secretary is the main person in charge of the many reporting and administrative responsibilities that the company is needed to adhere legally. He or she may be held liable for the failure of the company to comply with the law in some situations.
Hiring company secretaries should be viewed as a necessary investment due to the complex and ever-changing company regulations.
Each year, thousands of summonses are issued by the Accounting and Corporate Regulatory Authority (ACRA) to company directors and their companies who did not comply with the statutory regulations of the Companies Act. One of the most common offences, prosecutions and penalties are due to the lack of awareness of the statutory requirements.
What are the main roles of a Singapore Company Secretary?
Given the extensive knowledge of legal and compliance framework, a company secretary is relied upon for advice to ensure that the company is constantly in compliance with the regulations of companies in Singapore. A company secretary also has fiduciary role to disclose and avoid any potential conflict of interest that may arise, and to always act in the best interests of the company.
The company secretary must be knowledgeable in the Companies Act (Chapter 50). The job scope of a company secretary is wide, ranging from filing of the Company Annual Returns on a timely basis to ACRA, so as to avoid fines due to non-compliance of statutory requirements, to preparation of standard annual general meeting (AGM) documents..
The main roles of a Singapore company secretary are as mentioned below, depending on the company needs. Please note that the list stated below is not exhaustive.
• File and maintain important company documents in the company register folder and electronically online with ACRA. Important company documents include documents such as director’s resolutions (change of shareholders and appointment of new directors), company incorporation papers, filed annual financials, shareholder agreements and share allotments and share transfers). The company register is usually kept at the registered mailing address, and can be sited by ACRA officials should they visit.
• Maintain company statutory records
• Hold an updated business profile
• Lodge and file all documents as required by the law timely
• Arrange for, attend, prepare and maintain minutes of director, shareholder meetings
• Keep company directors and shareholders informed when the filing and AGM takes place annually. If the company annual financial report is not received by ACRA, they will contact the company secretary.
• Help ensure that the company comply with the statutory requirement stated under the Companies Act
• Help ensure that the company comply with the company’s Memorandum and Articles of Association (M&AA)
• Ensure that the company and the company directors are aware of the deadlines for annual returns and any other returns that need to be filed with ACRA
• Help ensure proper use and custody of that the company seal
• Act as the intermediary between relevant authorities (such as ACRA, Inland Revenue Authority of Singapore (IRAS)) and the company
• Provide comprehensive administrative and legal support to the board
• Provide administrative support in preparation of meetings
• Assist to implement corporate strategies by ensuring that the decisions of the board are properly communicated and carried out
• Keep updated on relevant change and development in the regulatory and statutory obligations
• Provide adequate communication with shareholders
The company secretary of a public company must comply with section 171(1AA) of the Companies Act. This person must possess at least one of the following qualifications:
• Has been a company secretary for at least three of the five years immediately preceding before his appointment as the company secretary of the public company.
• Is a public accountant registered under the Accountants Act (Cap. 2)
• Is a qualified person under the Legal Profession Act (Cap. 161)
• Is a member of the Institute of Certified Public Accountants of Singapore
• Is a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators
• Is a member of the Association of International Accountants (Singapore Branch)
• Is a member of the Institute of Company Accountants, Singapore
In summary, the responsibilities and role of a company secretary might appear to be simple but there are much legal requirement and statutory regulations involved for Singapore companies. So it is very crucial that this position is filled up by a person who is able to keep accurate records and handle the various requirements.
Engaging a competent and experienced company secretary like us is extremely important for any Singapore companies. What makes our services unique is that we are approachable and always provide you with advice and consultancy on the various aspects of company secretarial work, such as in areas like company compliance, changes, accounting, taxation, manpower and other basic licence compliance requirements. Our company secretarial services provided are able to satisfy all of your demands as we are constantly updated on the requirement and knowledge needed for company secretary in Singapore.
By offering our specialized services, we will make sure that you have ample time to concentrate your efforts on the other aspects of the business, as matters relating to your company compliance will be handled by us.