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The key role of the company secretary in Singapore

The Company Secretary is the vital officer in the internal governance and running business of the 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.

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Appointment of a company secretary

As part of legal 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, locally 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.

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Responsabilities of the company secretary

The company secretary is the officer ensuring the compliance of the company with the law.

He ensures the statutory and regulatory requirements of the company by the annual returns filing with the authority Accounting and Corporate Regulatory Authority (ACRA). He implements the board and members resolutions.

As part of the secretary’s responsibility, in line with the legislation on the prevention of money laundering and financing of terrorism, ACRA made compulsory the prior collection of documents in order to realize the Know your Customer (KYC) process for each new member or change of officer in the company.

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 licence and permits in order to carry out the business in Singapore.
The company secretary is the officer experienced to deal with the local authorities and able to constitute the application on behalf of the company.

 

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