The company secretary is the key role in Singapore for the internal governance and running business of the local company. Responsible for ensuring the legal compliance of the company with the Singapore authorities and the law, the Secretary also operates as a key advisor between directors and shareholders as well as ensure the interest of the company.
Singapore law requires every company to appoint one or more secretaries being natural person who is resident in Singapore.
In this article, we will cover:
- Appointment of a company secretary
- Responsibilities of the company secretary
- Filing and reporting with ACRA
- Preparation the company’s Annual General Meeting (AGM)
- Business Licences and permits
- Conclusion
Appointment of a company secretary
As part of its first legal requirements, the director of a private limited company has the duty to appoint a corporate secretary within 6 months after the incorporation of the company. The secretary must be professionally qualified, a natural person, and a local resident in Singapore.
However, a sole director of the company cannot act and be appointed as the secretary of the company except if there is another resident director.
From the date of its incorporation, a company shall have a registered office in Singapore to which all communication and notices may be addressed. The secretary shall be present at the registered office of the company (by himself or his agent) during the opening hour of the office, or contactable by a person at the registered office by phone or any instantaneous communication.
Responsibilities of the company secretary
The company secretary is the officer responsible for ensuring the compliance of the company with the law.
- Statutory compliance: ensuring the entity follows Singapore’s laws, including the Companies Act and Income Tax Act, and referring to tax calculation guides as needed.
- Corporate governance: assisting the board in maintaining good governance practices, including conducting meetings according to the company’s rules and legal requirements.
- Record keeping: managing the company’s statutory records, meeting minutes, and essential documents as required by law.
- Advisory role: offering guidance to the board on legal, regulatory, and operational matters.
Filing and reporting with ACRA
As part of its compliance responsibility, the company secretary is filing with ACRA every change occurring in the daily running business of the company:
• Change of the company’s board of directors, (resignation/appointment)
• Update of directors’ information,
• Change of company information,
• Amendments of the constitution of the company,
• Filing of Annual Returns,
• Capital increase/decrease,
• Change of the company’ shareholders structure
• Transfers of shares,
• Preparation of the board meeting, etc.
Preparation the company’s Annual General Meeting (AGM)
In Singapore, all companies are required to hold an Annual General Meeting (AGM) within a period of 18 months from the incorporation date at their financial year end (FYE) and subsequently on an annual basis.
The company secretary is required to prepare any necessary documentation for the AGM. The minutes of the AGM must be recorded in writing and signed by the board of directors.
Business Licences and permits
Once incorporated, the specific industry/ activity of the company may require the application of specific business licenses and permits in order to carry out the business in Singapore.
The company secretary is a key role in Singapore as it is the officer experienced in dealing with the local authorities and able to constitute the application on behalf of the company.
Conclusion
The authority of a corporate secretary stems from delegation by the board of directors, the organization’s constitution, and applicable laws. The scope of their powers may differ based on the company’s size, type, and industry.
Typically, the corporate secretary is empowered to authenticate official documents or proceedings of the company. They can co-sign official documents with a director using the company seal and issue certified copies of company resolutions alongside a director, providing evidence of resolution passage.
