Follow us on social media and share your feedback

App store Google play
Singapore
  • Hong Kong
  • UK
  1. East river Blog Singapore
  2. Roles and Responsibilities of Company Secretary in Singapore

Author Nataliya DzharianiNataliya Dzhariani

3 min read
Entrepreneur's Bootcamp

Roles and Responsibilities of Company Secretary in Singapore

A Corporate Secretary is one of the key officers in a Singapore company. Learn what the law requires from their performance.

Section 171 of the Companies Act requires every Singapore business to have a Corporate Secretary. This crucial officer is responsible for drafting and lodging with the authorities the necessary documents required by law. The Secretary is thus in charge of the company’s compliance with the current regulation and can be held liable for the failure to comply with the law.

The Company Secretary must be appointed within the first 6 months after the business has been registered. The officer must reside in Singapore, which means he or she can be a Singapore citizen, or a holder of Permanent Pass, EntrePass, Employment Pass or Dependant’s Pass. The same person can not be a Company Secretary and a single director. However, if there is more than one director, the Secretary can combine both roles.

The Impact
The Requirements
The Responsibilities

The Impact

Apart from maintaining the necessary paperwork, the Corporate Secretary has an obligation to act in the company’s best interests and according to the law. It is their duty to identify and prevent non-compliance with the company policies or the legal framework. A failure to do so may result in severe consequences for the company and its directors, including significant fines, removal of the secretary or a director, and imprisonment. It is thus crucial to have a reliable person or employ a trustworthy agency with vast experience and a deep understanding of Singapore corporate law.

The Requirements

For a private company, any Singapore resident can become a Corporate Secretary. For a public company, this role can be performed by a filing agent or a qualified individual satisfying at least one of the following criteria:

  • Been a secretary of a company for at least 3 of the 5 years immediately before his appointment as secretary of the public company
  • Qualified person under the Legal Profession Act (Cap. 161)
  • Public accountant registered under the Accountants Act (Cap. 2)
  • Member of the Institute of Certified Public Accountants of Singapore
  • Member of the Singapore Association of the Institute of Chartered Secretaries and Administrators
  • Member of the Association of International Accountants (Singapore Branch)
  • Member of the Institute of Company Accountants, Singapore

The Responsibilities

The Corporate Secretary is responsible for the company’s compliance with the law. It translates to drafting, maintaining and organizing multiple important documents. These are some of the most common and crucial of them:

Board Meetings and Annual General Meeting
The Corporate Secretary is in responsible for scheduling, organizing and maintaining the necessary protocol during the key meetings of the company.

Maintaining Statutory Registers
There are multiple registers that need to be updated according to the changes that transpire in the company. The final list may vary depending on the company profile. Here are some of the most common:

  • register of directors
  • register of members
  • register of transfers
  • register of allotments
  • register of secretaries
  • register of charges

Annual Filings
Filing the annual returns and company accounts with Accounting and Corporate Regulatory Authority (ACRA) is crucial, as there are severe penalties and fines for submitting wrong data or missing the deadline.

Legal Compliance and Necessary Paperwork
As the company goes through changes, there are many steps that need to take place. It is the Corporate Secretary’s duty to identify the need for certain actions, inform the directors or shareholders as necessary, and process these changes according to the Singapore legal framework. The actions may include drafting resolutions, amending the Company Constitution, and informing ACRA on the updates in the company, such as:

  • change of the registered address
  • change of company name
  • change of company profile
  • appointment or resignation of directors
  • change in directors’ details
  • appointment or resignation of Secretary
  • change in the secretary’s details
  • changes in the share capital or distribution
  • any other special resolutions

Maintaining Registered Office
Every Singapore company must have a registered address. It has to be a real place in Singapore, not just a PO box number. The address goes on all legal documents and has to be registered with ACRA. It does not have to be the place where the real office is located. A registered address can be employed as a service, with the provider receiving the correspondence, scanning, and forwarding it.

Next steps

If you are looking for a new officer, contact us. Our Corporate Secretaries have over 10 years of experience and respond fast 24/7 in a secure chat.

See our Corporate Secretarial Services
Get a free consultation now
Share this post:
Tags:

Tips to run your business smarter.
Delivered to you monthly.

You'll receive a verification email you'll have to open and confirm the subscription.

You might like it

Entrepreneur's Bootcamp

The Cost of Living as a Foreign Business Owner in Singapore

When choosing Singapore as a base to run your business is the cost of living, you need to consider the cost of living.

10 min read
E-commerce

5 Most Lucrative E-Commerce Niches In 2021

If you’re just starting or looking to go in a new direction, finding a lucrative niche will make every part of running your e-commerce business easier. This article will look at the trending e-commerce niches to consider.

8 min read
Entrepreneur's Bootcamp

How To Pick the Right Company Name

Choosing a business name is not that simple, and you may wreck your brains over choosing one, only to find out that ACRA did not approve its registration.

5 min read
Running My Business

Should You Consider Using Cryptocurrency in Your Business Operations?

There are more than 4,000 cryptocurrencies that exist. Before you jump on the bandwagon, assess whether cryptocurrencies are suitable to be used in your business.

8 min read
E-commerce

7 Ways To Accept Payments For Your Online Store

Many payment options allow you to accept credit cards and other payment types. How do you choose which method to include on your website?

14 min read
E-commerce

Customer Retention: How To Keep Customers Coming Back Repeatedly

Every business likes new customers, especially when the customer uses their services again and again. Existing customers help in creating a solid foundation of your business that provides a steady revenue stream that costs less than acquiring new customers.

9 min read
Payroll

5 Tips for a Streamlined Payroll Process for SMEs

For a business to run smoothly, the payroll process must be streamlined and error-free. It is easy to streamline and optimize your payroll and other back-office processes within your SMB. Did you know that this can improve your cash flow?

5 min read
Government Grant

Phase 2 Heightened Alert Support Package for SMEs (July to August 2021)

From 22 July 2021, Singapore has reverted to Phase 2 (Heightened Alert). Fortunately, the Singapore Government will be cushioning the impacts of the harsher COVID-19 restrictions with a $1.1 billion support package.

4 min read
E-commerce

How To Offer Free Shipping Profitably

Should a customer or seller bear the shipping cost? Let’s explore how a profit margin can still be maintained while offering free shipping.

7 min read
Secretary

What Is a Register of Controllers and Why Singapore Companies Now Have To Submit This Document

In April 2020, Singapore businesses will have to submit the Register for Registrable Controllers to ACRA. Before, your company was only obliged to maintain it internally. Now you will have to file the Register with ACRA electronically and maintain it updated at all times.

5 min read
Government Grant

SG Govt Will Extend Loans for SMEs by 6 Months as Part of Heightened Alert Support Measures

Singapore's Phase 2 and 3 periods of heightened alert have undoubtedly affected many businesses, especially Small- and Medium-sized Enterprises (SMEs). As such, Finance Minister Lawrence Wong has announced additional support measures for these Singapore-registered companies on 5 Jul 2021.

3 min read
Customer Stories

Clickshare Media Ventures Scales Up E-commerce Operations With East river as Accounting Partner

Clickshare Media Ventures (CSMV) is one of the fastest-growing e-commerce companies in Southeast Asia. In just 3 years, CSMV has built itself to be an 8-figure business with more than 10 direct-to-consumer e-commerce brands in the baby, beauty, and personal care industries.

3 min read

Tips to run your business smarter. Delivered to you monthly.

You'll receive a verification email you'll have to open and confirm the subscription.

We’re using cookies! What does it mean?