Why do you need a Company Secretary in Singapore?

Companies have to fulfil the requirements for a company secretary in Singapore before starting their operations. 

Hence, we have put forth below the requirements for a company secretary in Singapore.

Who is a Company Secretary?

According to the Singapore Companies Act, a company secretary is an individual or an entity that carries out the compliance requirements for an organization. The board of directors and chairman have to comply with the requirements of the Singapore Companies Act. 

The company secretary advises management on compliance requirements, corporate governance, and other regulatory matters of the company. Company secretaries are also responsible to take the minutes of the meetings.

The company secretary is also responsible for drafting and lodging the necessary documents with the compliance authorities. Hence, the secretary will be in charge of the company’s compliance requirements and can be held liable for any failure under the law. 

Appointment of a Company Secretary

Companies need to appoint a company secretary within six months of incorporation. The appointment of a company secretary is mandatory as per the Singapore Companies Act.

Requirement for Company Secretary in Singapore:

An individual has to be a resident of Singapore to qualify as a company secretary. Other than this, the company secretary can also hold a Permanent Pass, Employment Pass, or Dependent’s Pass. 

The role of a company secretary can be performed by a filing agent who fulfills at least one of the following eligibility criteria: 

• Has experience for at least 3 of the 5 years before joining the company
• Is qualified under the Legal Profession Act
• Is a public accountant registered under the Accountants Act
• 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 of Singapore

A person holding the position of a Company Secretary cannot be declared as a Single Director. However, if there are Multiple Directors in a company, there can be a single person who holds the position of both Director and Company Secretary. 

Responsibilities of a Company Secretary:

Company secretaries have to perform other responsibilities which include:

• Conducting Board Meetings and Annual General Meeting: 

A company secretary is the sole person who is responsible for scheduling, organizing, and maintaining the requirements of the meetings that are to be conducted at least once a year. 

• Commitment to the Shareholders: 

Company Secretaries ensure that they regularly communicate with the company’s shareholders. This communication is essential as it ensures that their interests are protected. Also, they need to distribute the financial statements to the shareholders in order to help them take crucial decisions at the AGM. 

• Maintaining Registers of Statutory Value:

Organizational operations can consist of multiple registers that communicate important information on the company. These registers also need to be updated, if there are changes in the company.

Following are the important registers for an organization: 

• Register of Directors;
• Register of Members;
• Register of Secretaries;
• Register of Allotments;
• Register of Transfers; and
• Register of Charges.

• Making Annual Filings for the Company:

A Company Secretary has to carry out important filings. They have to meet the regulatory deadline and submit the Annual Returns and Company Accounts with the Accounting and Corporate Regulatory Authority (ACRA). If the deadline is missed or the wrong data is submitted, then the company has to pay hefty penalties. 

• Managing the Necessary Paperwork: 

As mentioned above, company secretaries need to manage the necessary paperwork along with advising the higher management.

A company secretary has to draft corporate resolutions and inform the ACRA regarding any changes in the organization.

Following are those changes that should be reported to ACRA: 

• Registered Address
• Company Name
• Company Profile
• Share Capital or Distribution
• Director’s Details
• Secretary’s Details.

Apart from these changes, any appointment or resignation of Directors or Company Secretary is to be communicated to ACRA. Special corporate resolutions passed by the company are also required to be communicated to the ACRA.

Further, they need to ensure that all the documents are communicated in the right manner. The documents should carry the Company Name in the proper manner, the Company Seal, and the Unique Entity Number. 

• Handling the Corporate Address:

As required in the Singapore Companies Act, every company needs to have a registered address in Singapore. The address needs to be a real physical address and not just a post office box number. The company secretary is responsible to manage the address of the company.

Apart from the above, a Company Secretary has to adhere to the rules and regulations of the Singapore Companies Act. They should act in the best interests of the company, avoid conflicts, and carry out all the duties with diligence. 

Why do you need a Company Secretary?

As per the Singapore Companies Act, all companies require to mandatorily appoint a Company Secretary. Non-compliance with the above would lead to penalties.

Going forward, how do you get a Company Secretary?

You can easily appoint a Company Secretary for your company by contacting ScaleX. 

Along with making your company registration process easy, you can appoint a Company Secretary through ScaleX and seek professional services.

Therefore, come to ScaleX and get all your compliance needs to be met on time. ScaleX is the one-stop shop for your business requirements in Singapore.