Section 171 of the Companies Act, requires all companies in Singapore to appoint a company secretary who ensures that the company is compliant with Singapore’s Company Law. The secretary is more than a mere overhead expense for a company. As an officer, advisor, and a fiduciary to the company, its board and its shareholders, the company secretary plays a vital role in the smooth operation and eventual success of any Singapore company. In this guide, we will discuss the details of the requirements, duties, and roles of the company secretary, including:
- Key Provisions
- Qualification Requirements
- Appointment Procedure
- Resignation Procedure
- Removal Procedure
- Duties of Company Secretary
- Role of Company Secretary
- The Companies Act requires new companies to appoint a company secretary within 6 months of incorporation.
- The company secretary must be a natural person and resident of Singapore.
- The directors of a company can appoint a company secretary through a resolution passed by the board of directors.
- The company secretary is an officer of the company, an advisor to the board, the main liaison between the shareholders and directors, and the main compliance officer.
- Companies can hire a third party provider to act as the company secretary.
Who can be a company secretary
Per the Companies Act, a company secretary must meet the following requirements:
- A company secretary is expected to be knowledgeable and experienced with company regulations and compliance: With such an important role in a company, a company secretary is expected to have a deep understanding of Singapore company law. In addition, the company secretary is expected to be familiar with all required company filings.
- The company secretary’s primary residence must be in Singapore: This applies to both local and foreign-owned companies in Singapore.
- A company secretary must be an ordinary resident of Singapore: The Singapore government defines an ordinary resident as a Singapore Citizen, a Singapore permanent resident or an EntrePass holder. In certain cases, an Employment Pass holder who has a local residential address in Singapore can be considered an ordinary resident.
If a private limited company fails to stay compliant with company law, the Singapore government may require the company to appoint a new company secretary who meets the requirements of a company secretary for a public company. A public company secretary must meet at least one of the following additional requirements:
- Served as a company secretary for at least 3 of the 5 years immediately before his appointment as secretary of the public company.
- Being a qualified person under the Legal Profession Act.
- Being a public accountant registered under the Accountants Act.
- Being a member of the Institute of Certified Public Accountants of Singapore.
- Being Member of the Singapore Association of the Institute of Chartered Secretaries and Administrators.
- Being a member of the Association of International Accountants.
- Being a member of the Institute of Company Accountants, Singapore.
Who cannot be a company secretary
The Companies Act has also outlined when an individual cannot serve as a company secretary.
- The sole director of a company cannot serve as a company secretary: In many cases, a Singapore company with a sole director will appoint its corporate service provider as the company secretary to meet this regulation.
- The company secretary has been debarred: Debarment refers to the situation when Singapore government removes the rights of an individual to act as a company secretary. Company secretaries can be disbarred for failing to comply with Singapore Company law.
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A new company must appoint a company secretary within 6 months of incorporation. Similarly, an existing company must ensure that the position of company secretary does not remain vacant for more than 6 months.
A company can appoint a new company secretary through a vote of the company directors, also known as a director or board resolution. The appointed company secretary must also complete a consent to act as a secretary known as form 45B.
Lastly, to officially appoint the company secretary, the company is required to file an appointment of company secretary with the Accounting and Corporate Authority (ACRA) using BizFile — Singapore’s online company filing system.
In general, if a company secretary resigns, a company is required to take the following actions:
- The resigning company secretary must submit a resignation letter.
- The board of directors must pass a board resolution accepting the resignation and removing the company secretary from their position.
- Finally, the company must file a cessation of company secretary with ACRA using BizFile within 14 days of the resignation.
In certain cases, a company may choose to remove a company secretary. The best case scenario is to require the company secretary to resign. However, if the company secretary refuses to cooperate, the company has the option to forcibly remove the company secretary.
In general, a company can remove a company secretary through a board resolution without requiring a resignation letter from the company secretary. Once the board resolution has been passed, the company must file a cessation of company secretary with ACRA within 14 days.
Duties of Company Secretary
The company secretary has a broad range of duties to ensure that the company is in compliance with Singapore company law. The description below provides a non-exhaustive list of the duties of a company secretary:
Filings with ACRA
The company secretary handles all filing with ACRA that among others include:
- Filing notices of appointment, removal, and resignation of directors, CEOs, company secretary or auditors
- Preparing and filing annual return filings
- Filing changes in company name
- Filing changes in share capital
Maintaining statutory registers
Company secretaries are obligated to keep the following statutory registers up-to-date:
- Register of Substantial Shareholders
- Register of Company Charges
- Register of Directors, Secretaries, CEOs and Auditors
- Register of Nominee Directors
- Register of Directors’ Interests in Shares and Debentures
- Register of Controllers
- Register of Debenture Holders
- Minutes book
- Advise directors on the issues to be discussed in the meeting
- Prepare and distribute the necessary information and documents
- Attend meeting and record meeting minutes
- Prepare board resolutions
- Certify copies of minutes
Annual general meetings
- Prepare and issue meeting notices to shareholders
- Prepare meeting agendas
- Prepare and distribute financial reports
- Distribute proxy reports
- Ensure that voting is carried out properly
- Ensure the safe custody and proper use of the company seal
- Ensure the company has adequate insurance
- Ensure that all business letters, notices and other official publications of the company carry the name of the company
- Handle the correspondence between the shareholders and the company
- Remind the directors to carry out their statutory duties in a timely manner
- Ensure transparency and accountability in the functioning of the company
Role of Company Secretary
Advisor to the directors
As an advisor, the company secretary provides guidance to the directors so that they fulfill their statutory duties and remain compliant with Singapore company regulations. Furthermore, the secretary prepares and sends out critical information to directors so that board meetings can be productive.
Directors may also rely on the company secretary to provide practical support in the management of the company. Lastly, the company secretary ensures that new directors are inducted properly according to the company constitution and the Companies Act.
Liaison to the shareholders
Due to their close relationship with the board, the company secretary is the first point of contact for shareholders who wish to communicate with the company. Therefore, the company secretary should maintain regular contact with the shareholders to ensure that their interests are heard by the board of directors.
Main compliance officer for the company
A company secretary must ensure that the company follows and complies with Singapore law. In addition, the company secretary should provide guidance on proper corporate governance and ethical business practices.
Fiduciary to the company
Lastly, one of the most important roles of a company secretary is to serve in the best interest of the company by acting as a fiduciary. In the case of negligence or breach of fiduciary duties, the company secretary can be held liable. In upholding their fiduciary duties, a company secretary is expected to:
- Ensure their personal interests do not conflict with the interests of the company.
- Not act beyond the authority provided by law.
- Carry out their duties with care and diligence.
- Not make any secret profit in the course of carrying out their functions.
- Not reveal confidential information or trade secrets of the company.
From administration to company compliance — the roles of a company secretary are vital for the continued business success of a company in Singapore. Furthermore, the company secretary acts as the key advisor and guide to the directors of the company.
Given the importance of such a position, new and existing companies often choose to appoint an experienced corporate service provider to act as their company secretary. The corporate service provider can provide expert guidance as well as uphold the administrative and statutory duties to ensure the company’s compliance with Singapore law as it grows and expands.