Ease of company setup, vibrant business environment, stable political environment, strong Intellectual Property protection, educated workforce and good quality of life – these are the key factors consistently attracting entrepreneurs to start and grow their business in Singapore.For business owners, it is essential that they comply with the regulations as set by Singapore’s Accounting and Corporate Regulatory Authority (ACRA) – the national regulator of business entities. Below are the reasons why you, as a business owner in Singapore, need to hire a company secretary for Singapore business.
Why hire a company secretary?
As part of the company setup, a company needs to have a director, a secretary, a Chief Executive Officer and an auditor. ACRA stipulates that a company need to engage a company secretary within a six months timeframe as from the time it has incorporated.
Who qualifies as a company secretary?
A company secretary must be staying in Singapore and must not be the sole director of the company. If there are more than one company directors, one of them can be the company secretary. The appointment is made by the board of directors. In compliance with section 171 (1AA) of the Companies Act, the person must have been a company secretary for at least three of the five years prior to his selection as the public company’s secretary. In addition, he must satisfy one of the following requirements namely be a qualified person under the Legal Profession Act, a public accountant recorded under the Accountants Act, a member of the Institute of Certified Public Accountants of Singapore, a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators, a member of the Association of International Accountants – Singapore branch, or a member of the Institute of Company Accountants Singapore.
What are the key responsibilities of a company secretary?
A company secretary is primarily accountable for the administrative and reporting duties of the firm. He answers to the board of directors, the company as well as the shareholders. In terms of administrative tasks, the company secretary needs to ensure the upkeep of company statutory registers and records, the filing of documents as legally mandatory, the arrangement of shareholder and director meetings, as well as the legal and administrative support to the board. Moreover, the company secretary is expected to provide assistance in the execution of any corporate strategies, guaranteeing that decisions made by the board is being executed and communicated properly. Furthermore, the company secretary needs to keep abreast of any developments and amendments pertaining to statutory and regulatory requirements, and also ensure that the company fulfills its legal obligations.
What are the duties of a company secretary?
Concretely, a company secretary is expected to fulfill core and additional duties. In terms of core duties, these relate to matters to comply with the law even though these might not be included in his employment contract. These core duties include filing the company’s accounts and returns in a timely manner and informing ACRA accordingly of any changes, ensuring the smooth running of board meetings through the content management and organisation of such meetings, preparing the Annual General Meeting in accordance with the Act and the company’s Articles, and confirming that the company conforms to its Memorandum and Articles and any amendments are being reflected in a proper manner.
The company secretary is required to do the upkeep of statutory registers and statutory records such as the Minutes Book of members’ and directors’ meeting. In terms of reporting, the company secretary is tasked with managing the publication and distribution of the annual report. He needs to verify that the accounts and financial statements which are being disseminated in the annual report are being prepared as per the Companies Act, and that the directors’ report has been reviewed by the company’s advisers. Supporting the directors, the company secretary ensures that good corporate governance practices are being executed in the company. Furthermore, the company secretary also needs to make sure that the company seal is being used appropriately, disseminate correspondence of the company at its registered office, be the guardian of the company identity, and make sure that the company has adequate insurance for both the office and the staff members. Should the company seek to expand overseas, the company secretary is tasked with supporting this overseas operations and make sure the expansion procedures comply with the foreign jurisdiction. At times, the company secretary will be called upon to take on additional duties which can involve legal, accounting and/or finance, personnel and/or employee benefits, administration and general management duties.
For companies that do not wish to have an-inhouse company secretary or do not have the expertise to do so, AM Corporate Services is here to offer a seamless array of corporate secretarial services. Your company can trust our dedicated and expert team which has experience working with Singapore-based companies across various industries.