Understanding the company secretary role in Singapore.

Singapore requires all companies to appoint a company secretary within six months of incorporation or face financial penalties. The role is of utmost importance as it ensures compliance with legal and regulatory requirements, facilitates effective corporate governance, and maintains transparent communication within an organisation.

This article provides a comprehensive overview of the roles and responsibilities of a company secretary in Singapore, highlighting their vital contributions to the success and compliance of their business.

Who can and cannot be a company secretary? 

The Singapore Companies Act outlines specific eligibility criteria for a person to be appointed as a company secretary. Here is an overview of who can and cannot be a company secretary in Singapore:

Who can be a company secretary:

1. Natural person: A company secretary must be an individual and not a corporate entity.
2. Resident of Singapore: The company secretary must be a resident of Singapore, which means they must be a Singapore citizen, permanent resident, or hold an employment pass or dependent pass.

Who cannot be a company secretary:

1. Sole director of the company: The company secretary cannot be the sole director of the company. This requirement ensures separation of roles and responsibilities to promote good corporate governance.
2. Undischarged bankrupt: Someone who is currently in the process of bankruptcy and has not been released by the courts is disqualified from being appointed as a company secretary.
3. Disqualified person: A person who has been disqualified by Singapore’s Accounting and Corporate Regulatory Authority (ACRA) from acting as a company secretary or holding a position in a company is ineligible for the role.

It is important to note that the specific provisions and requirements may vary depending on the circumstances and nature of the company. It is advisable to consult the Companies Act and seek professional advice to ensure compliance with the current regulations and guidelines in Singapore.

What are the qualifications and requirements to be a company secretary?

The Companies Act states that company secretaries are required to have the “requisite knowledge and experience to discharge the functions of secretary of the company”.

In the case of public companies, the company secretary must be either a “registered qualified individual” or “a registered filing agent”. These are explained below.

A registered qualified individual is a professional who has necessary qualifications, such as being a member of a professional body like the Institute of Singapore Chartered Secretaries and Administrators (ISCA), and who has undergone the registration process with the ACRA to be recognised as a registered qualified individual.

A registered filing agent provides the company secretary role as a service. The Companies Act defines a registered filing agent as a person who, in the course of their business, carries out on behalf of their clients any official transaction with ACRA. In this role, the filing agent represents at least one registered qualified individual, described above. For example, the filing agent may themselves be a registered qualified individual, or the partner of a registered qualified individual, or they may employ or engage at least one registered qualified individual.

For private companies, any individual who holds a SingPass and resides in Singapore can qualify as a company secretary. SingPass is Singapore’s digital identification system for citizens, permanent residents, and expat work permit holders.

What are the roles and responsibilities of a company secretary?

Company secretaries have a diverse range of responsibilities that encompass a wide job scope. The following list provides the general framework; however, it is not exhaustive, as secretaries often undertake additional responsibilities that contribute to the overall functioning of the company.

Ensuring compliance

One of the primary responsibilities of a company secretary is to ensure compliance with statutory obligations and legal requirements. This includes maintaining the company’s registers and records, such as the register of members, directors, and secretaries, as well as the register of charges. The company secretary also prepares and submits annual returns and other necessary documents to regulatory authorities like ACRA and IRAS (Inland Revenue Authority of Singapore).

Facilitating effective corporate governance

The company secretary plays a crucial role in facilitating and promoting good corporate governance practices within the organisation. They assist the board of directors in establishing and implementing governance policies and procedures, ensuring transparency, ethical conduct, and adherence to applicable laws and regulations. The secretary may also provide guidance on corporate governance frameworks and best practices.

Providing advisory support

As a knowledgeable resource, the company secretary advises the board of directors and senior management on matters relating to corporate governance, legal compliance, and regulatory requirements. They stay updated on changes in laws and regulations, ensuring the company’s activities align with these evolving requirements. The company secretary may also assist in drafting and reviewing legal documents, contracts, and agreements to ensure compliance and mitigate risks.  

Communication and disclosure management

Transparent communication within the organisation and with external stakeholders is essential. The company secretary plays a vital role in facilitating effective communication by preparing and disseminating notices for meetings, drafting accurate minutes of meetings, and managing communication with regulatory authorities. They are responsible for ensuring timely and accurate disclosure of information to shareholders and other relevant parties.

Annual general meeting and shareholder relations management

The company secretary plays a pivotal role in organising and managing the annual general meeting (AGM) of the company. They assist in preparing the AGM agenda, coordinating with shareholders, managing voting procedures, and ensuring compliance with legal requirements. Beyond the scope of the AGM, the secretary also handles shareholder queries and facilitates effective day-to-day communication between the company and its shareholders.

How Acclime can help

Understanding the roles and responsibilities of a company secretary is paramount for businesses in Singapore to maintain compliance and effective corporate governance. By engaging a qualified and knowledgeable company secretary, businesses can streamline their administrative processes, minimise risks, and demonstrate a commitment to sound corporate governance practices.

Acclime’s professional Singapore-based team provides dedicated company secretary services that handle all the time-consuming company secretary tasks, from report filing to tracking critical deadlines, and more. Contact Acclime today to learn more about your company secretary option and how we can assist your business.