What are Company Secretary Job Responsibilities?

A Corporate Secretary is an officer of the company responsible for internal compliance and all necessary documents required by law. Once you’ve set up a company, you have 6 months to find a Corporate Secretary in Singapore.

But what are company secretary's duties and functions?

What Are the Corporate Secretary's Responsibilities?

A corporate secretary is an officer of the organization responsible for internal compliance and all necessary documents required by law. For example, some of the job responsibilities of a company secretary entail issuing company resolutions, managing regulatory filings, maintaining company books, and more. Company secretaries share the responsibility with the directors for certain legal obligations. If the Secretary notices any wrong-doing or failure to comply with regulations, it is his or her duty to inform the directors immediately, and in some cases, file a report to the authorities.

Do I Need a Corporate Secretary?

Yes, every Singapore business must have at least one. The position cannot be left vacant for more than six months at any given time. So once you’ve started the company, ACRA expects you to appoint a company secretary within six months.

Do Company Secretaries Need a Qualifying Certificate?

A Corporate Secretary in a private company must be a person located in Singapore who has not been debarred from acting as secretary under section 155B. For a public business, however, there are more requirements. The Secretary must have several recent years of experience and qualify under the Legal Profession Act and the Accountants Act. He or she also has to be a member of 4 professional associations.

Who Can Be Company Secretary Singapore?

Can I Be a Corporate Secretary Myself?

If you like. Here’s what you need to qualify:

* You have to be a Singapore citizen, or a permanent resident, or an EntrePass holder.

* You must not have been debarred from acting as a Secretary.

* You can’t be the only director and a secretary.

If you do become the Corporate Secretary for your business entity, keep in mind this role can’t be technical. You’ll be in charge of important deadlines and documents so mistakes might cost you.

Сan a Company Secretary Be a Shareholder?

Yes, in Singapore, there is no legal restriction stopping shareholders from taking on the role of a company secretary for their own business as long as they fulfil the other eligibility criteria.

For a private limited company, according to ACRA, a secretary must be:

• at least 18 years old
• a Singaporean citizen, a permanent resident, or hold an Employment Pass, EntrePass, or S Pass.

For a public entity:

• the corporate secretary must be either a lawyer or accountant
• or a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators (SAICSA), Association of International Accountants (Singapore Branch), or Institute of Company Accountants, Singapore.

Сan a PR Be Secretary of a Company?

Yes, a permanent resident of Singapore can be a company secretary for a private limited company. To be a CS for a public company, a permanent resident must also hold the relevant educational qualifications and memberships to the approved professional bodies.

What Documents Does a Corporate Secretary Prepare?

In general, a Corporate Secretary tracks changes in your organization and reports to ACRA within a specific timeline. Whenever you replace directors, auditors, secretaries, shareholders, your share capital or the company name, they send a notice. Corporate secretarial documents consist of several statutory registers that must be maintained, like the Register of Company Officers, Register of Members, Register of Charges, Register of Controllers, Register of Nominee Directors and etc. Company secretaries are in charge of preparing and recording board minutes and annual general meetings (AGMs), official correspondence, and other issues the directors might assign.

What Penalties Are There if the Corporate Secretary Doesn’t Perform the Duties?

Depends on the exact mistake. For example, the fine for a single late AGM is up to S$300 for each section of the Companies Act breached. However, in the middle of 2018 ACRA fined a director a total of S$57,000 for failure to hold AGMs and file annual returns in his 19 companies.

Сan a Company Secretary Sign a Contract?

Traditionally, a corporate secretary is in charge of the safekeeping of the common seal. However, as of March 2017, it is no longer mandatory for companies to use the common seal for executing documents. Instead, they can execute documents by having them signed by authorized persons. Authorized persons in this case are:

1. A director and the secretary of a company
2. 2 directors of the company; or
3. A director of the company in the presence of a witness who attests the signature.

How Do I Change My Corporate Secretary?

First, you need to have a good reason, like lack of professionalism, excessive fees or failure to perform the duties. Second, make sure you’re not interfering with important deadlines, like ACRA filings or AGM preparation. Let’s assume your financial year ends on December 31; then your AGM is scheduled for June 30. Make sure you change Company Secretary no later than April or early May, or immediately after the AGM, in July. Otherwise, you might incur fines and penalties for your business.

The process of removal of a Company Secretary is actually quite simple: the Secretary signs a resignation, the directors approve and inform ACRA. Normally the new Secretary manages that, as well as informs ACRA of his or her own appointment.

How To Remove a Company Secretary

There are two scenarios while removing or changing a company secretary.

1. The Company Secretary resigns and leaves willingly:

In this case, your new secretary can handle the transition to ensure the seamless transfer of responsibilities. They will need to handle necessary documentation such as:

·   Letter of Resignation of the old CS

·   Directors’ Resolutions in Writing (“DRIW”) to note the appointment of the new secretary and resignation of the previous CS

·   Form 45B to take the consent of the new secretary

·   Notification to ACRA of the resignation of secretary and appointment of the new CS.

2. The Company Secretary refuses to resign:

In this case, the company can remove the Corporate Secretary by

• Passing a board resolution to remove the Secretary and
• Then inform ACRA by filing a cessation within 14 days

Сan a Company Secretary Appoint a Director?

No, a company secretary does not have the power to appoint company directors. In Singapore, directors are appointed as per the procedure laid down in the constitution of the company. The directors of a company are appointed by an ordinary resolution (at least 50% majority of the votes cast) passed in a general meeting by the company’s shareholders.

The company’s constitution can also have an alternative procedure to appoint directors. For example, giving the power of appointments to specific shareholders or to the Board of Directors.

How To Resign as Company Secretary

In Singapore, a Company Secretary can resign by submitting a resignation letter.

After that, the board of directors must pass a board resolution accepting the resignation and authorizing the removal of the company secretary. The company also must inform ACRA by filing a cessation of the company secretary within 14 days of the resignation.

How Much Does It Cost To Hire a Corporate Secretary?

If you were to hire a full time experienced Corporate Secretary with 10-19 years of experience, you would have to dish out an average of S$60,000 - S$65,000 per year. For companies who don’t have enough work to occupy a professional the whole year round, this is a steep cost to bear.

On the other hand, company secretarial services commonly provided by the local agencies range from S$300 to S$2,000 a year. The price often depends on the services included: a set fee for routine responsibilities and extra charges for additional resolutions. If your business needs a lot of changes in officers, registers’ updates, or share-related updates, it's better to get a bundle of services that includes a Singapore corporate secretary and an unlimited number of resolutions.

The service is commonly provided by the local agencies. The price ranges from S$300 to S$2,000 a year. The price often depends on the services included: a set fee for routine responsibilities and extra charges for additional resolutions. If your company needs a lot of changes in officers, registers’ updates, or share-related updates, it's better to get a bundle of services that includes a Singapore company secretary and an unlimited number of resolutions.

What Are Company Secretarial Services?

East river also provides accounting services in Singapore. This allows you to offload your paperwork so you can do what really matters! At East river, we connect businesses with experienced company secretaries who can work to understand your business and its unique needs.

The services include taking charge of ALL your documentation, filings, and compliance needs like - annual return filing, AGM preparation, transfer of shares or allotment of shares, dealing with any documentation change such as company name, officers, company address or business activity and more.

Along with the paperwork, you will also have access to the vast industry expertise the company secretary brings to the table. Their advice, support and guidance can prove to be invaluable to business decision-making processes.

Get in touch to know more!