[vc_row][vc_column][vc_custom_heading text=”Why Do I Need To Appoint a Corporate Secretary” font_container=”tag:h1|font_size:36|text_align:left|line_height:1.3″ use_theme_fonts=”yes”]
The company secretary must reside in Singapore and will be the primary officer responsible for several administrative and reporting functions as stipulated under Section 171 of the Companies Act. Some of these core responsibilities include filing of the company\u2019s annual returns, share transfers, registration of members, and recording and filing of board resolutions among others.<\/p>\n
While the Companies Act outlines the legal framework within which the secretary and the directors must operate, it is the sole responsibility of the secretary to support the company directors in ensuring that the company complies with all the existing regulations.<\/p>\n
This article highlights the statutory requirement for the appointment of a corporate secretary and the various, roles, and duties of the secretary.[\/vc_column_text][vc_single_image image=”2810″ img_size=”full” onclick=”custom_link” image_hovers=”false” link=”\/company-secretarial-package\/”]
According to Section 171 (1AA) of the Companies Act, The candidate selected for the job must be<\/p>\n
This means that the secretary must be an individual human being residing permanently within the jurisprudence of the Republic of Singapore. This includes the citizens of Singapore, Permanent Residents and EntrePass holders<\/a>.<\/p>\n For private companies, any qualified candidate with a SingPass and resides permanently in Singapore can be appointed to the position of a cooperate secretary. However, a company, which has just one director or shareholder, cannot appoint him or her as the position of company secretary.<\/p>\n The section also states that the company secretary can be appointed through a resolution passed by the company directors. The company directors will not, however, appoint a person into the position of company secretary if the individual has a debarment order issued by the Registrar, on the date of appointment.<\/p>\n The section further highlights that at no one time should the office of the company secretary be left vacant for a period exceeding 6 months.[\/vc_column_text] [\/vc_column_text] Administrative role<\/strong><\/em><\/p>\n Company secretaries are the primary officers tasked with several administrative roles within the company. Some of the administrative roles include those of ensuring that the company files its annual returns on time, meets the set deadlines, and complies with any ACRA related regulations. The company secretaries extend their administrative duties by maintaining and managing company shares and the share register. This allows the directors to shift their focus into other functions in the company.<\/p>\n Advisory role<\/strong><\/em><\/p>\n Given their extensive knowledge of the legal and compliance frameworks, corporate secretaries form a crucial addition to the company\u2019s human resource.<\/p>\n First, they identify the need for certain actions, formulate strategies, and communicate with the directors and the shareholders for final decision making.<\/p>\n Secondly, they process the changes in compliance with the Laws of Singapore. Some of these actions may include company constitution amendments\u2019, change in company name, appointment or resignation of the secretary, and other special resolutions.<\/p>\n Lastly, the top management rely on the secretary to offer practical support in the running of the company. This is not limited to ensuring that new directors are welcomed accordingly according to the Companies Act and the company\u2019s constitution.<\/p>\n Fiduciary role<\/strong><\/em><\/p>\n Company secretaries bear the fiduciary role to always act in good faith and serve in the best interests of the company.<\/p>\n This involves him or her:<\/p>\n [\/vc_column_text][vc_custom_heading text=”The Responsibilities” font_container=”tag:h3|font_size:18|text_align:left|line_height:1.3″ google_fonts=”font_family:Lato%3A100%2C100italic%2C300%2C300italic%2Cregular%2Citalic%2C700%2C700italic%2C900%2C900italic|font_style:900%20bold%20regular%3A900%3Anormal”][vc_column_text]Updating and filing with ACRA<\/strong><\/em><\/p>\n The company secretary is tasked with:<\/p>\n Maintenance and updating of statutory registers<\/strong><\/em><\/p>\n The company secretary must ensure that the following registers are up to date. The most common include the:<\/p>\n Organization of board meetings and AGMs<\/strong><\/em><\/p>\n The company secretary is required to:<\/p>\n Other responsibilities<\/strong><\/em><\/p>\n While the responsibilities of the secretary are well laid under the Singapore Company Law, other duties may be added to the role depending on the specific employment contract. In addition, the responsibilities may be dependent upon the professional qualifications and experience of the secretary.<\/p>\n Since company secretaries are also subjects to their respective company\u2019s constitution as well as the Companies Act, breach or negligence of their fiduciary duties can result to severe consequences\u2019 to the company and its directors, including imprisonment, significant fines or removal of the secretary from office.[\/vc_column_text] [\/vc_column_text] Generally, the secretary can be removed from office through a board resolution. Once the resolution is passed, a cessation of company secretary must be filed with ACRA within a period of 14 days.[\/vc_column_text]\n
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