What does a Singapore Company Secretary do?

A Singapore company secretary is essential in ensuring that the company complies with all regulatory compliance. The company secretary is responsible for duties like maintaining records and statutory registers and administering board meetings and shareholder meetings. It is a statutory requirement to have a company secretary appointed. The post of company secretary cannot be left vacant for more than 6 months at any one time.

Section 171(4A) of the Companies Act: The office of secretary must not be left vacant for more than 6 months at any one time.

There can be more than one company secretary. The company secretary must be a natural person and must be a Singapore resident.

Section 171(1) of the Companies Act: Every company must have one or more secretaries each of whom must be a natural person who has his or her principal or only place of residence in Singapore and who is not debarred under section 155B from acting as secretary of the company.

Introduction

In the business context in Singapore, the corporate secretary plays a crucial role in overseeing administrative and regulatory compliance responsibilities on behalf of the board of directors. This encompasses providing guidance on corporate governance, ensuring adherence to legal and regulatory requirements, and managing various administrative tasks.

Responsibilities of the corporate secretary include issuing company resolutions, overseeing regulatory filings, and maintaining accurate records. Acting as a trusted advisor to both the board and executive management, they may also contribute to strategic decision-making processes.

It’s imperative for every Singaporean business to appoint a qualified individual to this role who meets the necessary certification requirements, given the significant responsibilities associated with the position.

Roles that the Company Secretary needs to fulfil:

The company secretary needs to ensure that the company complies with all statutory requirements. For example, the company needs to hold its Annual General Meeting (AGM) and files its Annual Returns (AR) every year. Another example would be the need for the company to maintain its registers. Namely the register of controllers and nominee directors. The company secretary needs to ensure that these requirements are complied with.

There should be good corporate governance in every company. An example of this would be the company keeping minutes of board meetings especially when major decisions are undertaken. These meetings would have be adhere with the company’s constitution as well as the requirements in the related statutes like the Companies Act.

The board of directors are responsible for the day to day running of the company. The company secretary should be the person whom the directors can consult with regards to company related matters.

Fulfilling the resident secretary criteria

Within the first six months of incorporating a company in Singapore, the board is required to appoint a corporate secretary in accordance with the regulations set by The Accounting and Corporate Regulatory Authority (ACRA).

The appointed individual must be a local resident and cannot serve as the sole director of the entity. It is only permissible for a company secretary to also hold a directorial position when there is at least one other director in place.

ACRA defines a ‘resident’ as a citizen, permanent resident, an EntrePass holder, or an Employment Pass holder, whose primary place of residence is in the country.

If your business is considering establishing a company in Singapore but lacks a local resident director, Raffles Corporate Services can provide assistance. Explore our nominee director packages for more information.

Qualifications that the company secretary should possess