Understanding who can be a Company Secretary in Singapore
Who can be a company secretary in Singapore? Is this a regular secretary? Does this person hold any stake in the business? Well, many foreign investors looking forth to establish a company in Singapore look for information regarding who can be a company secretary.
A company secretary in Singapore is mostly a corporate lawyer, and has other qualifications, and one of his main objectives and purposes is to help the company in many ways. The laws and regulations governing companies in Singapore can be complex in nature and it is easy for the company to default on some of them. It is the work of the company secretary to ensure that the company complies with the regulatory authorities of Singapore.
There is no director of a company who would wish to keep on being summoned by the Accounting and Corporate Regulatory Authority (ACRA) for defaulting on the statutory requirements. A company secretary who can also be referred to as the officer of the company plays a crucial role in ensuring the directors and the shareholders are up to date with the statutory obligations such as filing of annual returns through having a set of audited or unaudited accounts, holding the company’s AGM and assisting in the administrative duties of the company.
Appointing a company secretary
After your company has been incorporated in Singapore, one of the next steps would be to appoint the company secretary. Singapore Companies’ Act stipulates that a secretary should be appointed within six months after the incorporation of your company had been successful. The appointed person should be an ordinary resident of Singapore, and there are many available professionals providing such company secretary services, such as J Accounting in Singapore.
The Companies Act in Section 171 requires that a company should hire and appoint a named company secretary within the first six months from its date of incorporation. The company secretary appointed must be a local or a permanent resident of Singapore. This means that he/she can be a Singaporean, or permanent resident of Singapore. In addition, the company secretary should not be the only director of a company; a local resident director can be a company secretary if the company has two or more directors.
Finally, for the company to appoint the company secretary officially, it is required to file the appointment of company secretary as an officer of the company with ACRA using BizFile portal.
The Duties Of A Company Secretary
As you mind your activities of managing your business, the secretary you hire will be working on the following activities;
Updating of The Statutory Registers – All changes or updates in the statutory registers has to be up to date to ensure compliance with the Companies’ Act in Singapore. The activities include updating and maintaining information about;
- The appointment and resignation of management officials such as CEOs, managers, directors and secretaries
- Share transfers and share issues among the shareholders
- Board resolutions and minutes for AGM (Annual General Meetings) and EGM
Filing changes of the company to ACRA – As you conduct your business, you will find out that you need to change some details of your company, for instance the name, update the company’s constitution, do a share transfers, allotment of shares and many others. These changes are supposed to be filed to the board within a specific period after they have been approved, and that will be one of the secretary’s role.
Preparations and attending of Board Meetings – The resolutions of the board meetings are supposed to be documented and filed through the minutes, which is one of the job of the secretary. He or she should therefore attend all the meetings to keep the documentation up to date.
The secretary, together with the CEO is supposed to prepare the agenda of the meetings, prepare the circular resolutions of the director, offer professional legal advice concerning Companies’ Act and sometimes certify the copies of the minutes. Company secretary will update the statutory registers as well.
Safeguarding the Corporate Seal – Proper use of the company seal is stipulated in the company’s constitution (formerly known as the memorandum and articles of associations), and hence the secretary should ensure that it is kept safe when not required. Company secretary would usually note the due dates for compliance so that the AGM and annual returns can be prepared in time and filed to avoid the related fines and penalties. As a foreigner, you may not be aware of all the legal requirements of running a business in Singapore, hence you will be safe when you hire a resident certified company secretary such as J Accounting Services will be reminding you of the vital activities that you have to do and maintain ACRA compliance.
Qualifications on who can be a company secretary in Singapore
The directors of the company are responsible with the appointment of a company secretary in Singapore and they set his/ her remuneration. Section 171 of the Companies’ Act of Singapore gives the directors some guidelines to follow when appointing the company secretary.
The Act directs that for one to qualify as a company secretary, the person must meet the following criteria:
The person should be a member of the Institute of Certified Public Accountants of Singapore (ICPAS) or should have been practicing as a company secretary for three or more years of the five years before being appointed as a company secretary of the company. CA (Singapore) members are recognised as well.
He/she may also be an associate of SAICSA (Singapore Association of the Institute of Chartered Secretaries and Administrators). It is suggested that when you set up your business in Singapore, you engage a professional firm such as J Accounting Pte Ltd that provides company secretarial services and are a filing agent of ACRA.