The role and responsibilities of a company secretary.

According to the Accounting and Corporate Regulatory Authority (ACRA), all private limited company incorporated in Singapore must appoint a secretary within 6 months from the incorporation date. Also, it should not be left vacant for more than 6 months.

Do you know that a director can also be a company secretary?

Yes, that’s right. A director can take up a secondary role in the company as the secretary if there are 2 or more directors in the company. Therefore, the sole director of the company has to appoint another individual to be the company secretary.

Qualifications of a Company Secretary.

Any individual can be a company secretary for a private limited company. However, it is the Director’s responsibility to ensure that he/she has the capabilities to take up the role.

Under section 171(1AA) of the Companies Act, a company secretary of a public company must satisfy at least one of the following criteria:

• a secretary of a company for at least 3 of the 5 years immediately preceding the abovementioned date of my appointment as secretary
• a qualified person under the Legal Profession Act (Cap. 161).
• a public accountant.
• a member of the Institute of Certified Public Accountants of Singapore.
• a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators.
• a member of the Association of International Accountants (Singapore Branch).
• a member of The Institute of Company Accountants, Singapore.

Duties of a Company Secretary.

Generally, the company secretary must have a basic understanding of the Companies Act in Singapore. From time to time, He/she is required to advise the director on the corporate statutory compliance obligations. To do so, the company secretary has to be on top of any latest update from ACRA.

Furthermore, the company secretary carries the responsibility to coordinate the annual general meeting with the shareholders and ensure that the company’s annual return is filed with ACRA within the due date.

Lastly, the core responsibilities of a company secretary are as follow:

• Maintain and update the company’s statutory registers and records
• Prepare and pass the necessary resolution for director approval
• Provide corporate advisory and support to the director
• Lodge and file the necessary changes of the company’s particular or officer to ACRA.
• Ensure the company fulfills its compliance obligations.
• Stay updated on any changes in the statutory and regulatory obligations.

Even though any individual can be a company secretary, it is important to appoint a qualified individual to take up the role. In fact, ACRA views the company secretary as an officer of the company. Therefore, the fiduciary duties are similar to the company directors.

He/she must always act in the best interest of the company with reasonable care and diligence. Including, avoid any conflict of interests that would make illegitimate profits from personal dealing from/with the company.

Nevertheless, the majority of the companies in Singapore prefer to outsource the appointment of the company secretary and its duties to a corporate service provider. As a result, the company can benefit from professional service and competitive rates.