Are you about to establish your business in Singapore? Are you fulfilling all the criteria required to set up a company in this country? You must have done all the relevant research and must be aware of all the rules and regulations. But, are you aware that the first thing to do is to find a Company Secretary to assist with the Company incorporation? A Company that has foreign directors will require a qualified Company Secretary to do the incorporation and file the appointment of foreign directors.
A company secretary is one of the requirements for a company to be incorporated in Singapore. Also, the secretary should be a resident of Singapore.
The secretary is the compliance officer of the company. But can anyone be appointed as your company’s secretary? Read on to know all the important information about the company secretary for Singapore companies.
Does Every Company Require A Company Secretary?
Yes, every company that needs to be incorporated in Singapore needs to have a company secretary.
According to the act, every company should have at least one secretary, having his principal or only place of residence in Singapore. Also, he should not be debarred under section 155B from acting as a company’s secretary. The company secretary in Singapore is responsible for ensuring compliance with the legislation or regulation of a company.
Further, the directors of the company have to take all the necessary steps while hiring the company’s secretary. It includes the verification that every secretary of the company is knowledgeable in their fields.
What Does A Company Secretary Do?
A company secretary has various roles and responsibilities with regards to the various stakeholders:
Company: The company secretary has to make sure that all the relevant statuary obligations are met such as filing annual returns or XBRL. Also, they make sure that the business interest of the company is always protected, and the company always practices good corporate governance.
Directors: The company secretary serves as an advisor regarding compliance matters to the directors such as which corporate actions require a board approval and which actions require shareholders approval.
Shareholders: Company secretaries are required to advise on the necessary communication with the shareholders of the company to make sure requirements under the Company’s Act are complied with. The secretaries will also issue required notices and disseminate financial statements in accordance with date requirements under the law, so the shareholders are always ready to participate in decision making at any company’s meeting.
Duties Of Company Secretary
In Singapore, the company law assigns those duties to the Secretary of the Company. The following are the key responsibilities and administrative and legislative roles of a company secretary.
- Board Meetings
The company secretary is responsible for drafting records and resolutions of the board meetings and facilitating the decision-making process of the company.
- Statuary Compliance With ACRA
The company secretary needs to file the company’s annual accounts timely and maintain the necessary registers. There are a number of registers that a Company has to maintain, such as Register of Members, Register of Directors etc. Also, they will help to file notice to share transfers, a notice of resignations or removal of auditors, amendments to the Company’s Constitution, change in address, or any other ACRA’s regulatory requirement.
- General Meetings
General meetings are also arranged by the company secretary, which should be in compliance with the Company’s Constitution and the Company’s Act.
- Corporate Governance
The company secretary also assists the directors of the company for the implementation of good corporate governance practices within the organization.
- Shareholder’s Duties
The company secretary is responsible for supervising share allotments, transfers, issues, and deal with various matters that affect the shareholders and their queries.
When a Company in Singapore was incorporated previously, they will have two documents which specifies how the Company will conduct its business and perform decision making which is called Memorandum & Articles of Association (M&AA). However, after the recent revision to Company’s Act, the M&AA is combined into a single document called the Constitution. The company secretary will advise the directors if they are complying with the Constitution of the Company.
- Duties Related To Non-Executive Company Directors
The secretary needs to act as a medium of communication and information for non-executive company directors.
- Corporate Governance
The secretary is responsible for helping the directors in promoting good corporate governance practices within their organization.
By When Do I Need To Appoint A Company Secretary?
The company cannot be left without a company secretary for more than six months at any one time. If you are a new company, your company should have a new company secretary within six months of incorporation.
Also, once the secretary is resigned, removed, or appointed, the resolution must be lodged with ACRA within 30 days.
Can I Be The Director And Company Secretary?
Yes, you can be director and company secretary at the same time, provided you fulfill the criteria of physically present at the registered address of the company. However, if the Company has only one Director, the sole director cannot be the Company Secretary as well.
What Are The Qualifications Required To Be A Company Secretary?
The directors of the company appoint the company secretary of the company and set his/ her remuneration. However, considering the section 171 of the Company Act, directors need to follow certain guidelines while appointing the secretary.
According to the Company’s Act, the secretary should meet the following criteria:
The individual must be a member of the Institute of Chartered Accountants of Singapore (ICPAS). If not, he/ she should have served as secretary of the company for at least three years out of the five years before being appointed secretary of the company. CA members (Singapore) are also recognized.
He/she can also be a partner of SAICSA (Singapore Association of the Institute of Chartered Secretaries and Administrators).
So, this was all you need to know about the company secretary you want to set up your business in Singapore. You must make the right decision to hire a qualified company secretary for the future growth of your company. To find out more about incorporating a Company in Singapore, you can refer to our guide here.
We will be glad to assist in providing Company Secretary Services, please contact us here for more information.