In Singapore, the law requires the position of the company secretary to be appointed within 6 months of incorporation, and he or she must a resident of Singapore. The services of a company secretary are retained to ensure compliance with the Singapore Companies Act.
Complying, Advising, Reporting and Communicating
The duties of the company secretary include a number of compliance responsibilities. For example, the company secretary records and maintains the minutes of the meetings of the company Board of Directors for the Annual General Meeting (AGM) and Extraordinary General Meeting (EGM). The company secretary may also prepare written resolutions for presentation at the meetings of the Board of Directors. Resolutions cover a wide range of critical business including mergers or changes in corporate governance, requiring formal authorization by the Board of Directors. The company secretary will also advise directors regarding their capacity responsibilities.
Another compliance requirement is to ensure proper reporting and information for annual returns to be submitted to the Accounting and Corporate Regulatory Authority (ACRA). Typical submissions include statutory documents reporting changes in company directors due to new appointment, changes in personal particulars, disqualification, resignation or death.
Changes in personal particulars are to be lodged with ACRA include items such as: address changes, slots name changes or changes in the Foreign Identification Number (FIN) or the National Registration Identify Card (NRIC). The company secretary files annual returns, reports company name changes and reports changes to the company constitution approved by the Board of Directors.
In maintaining information reporting requirements, the Singapore company secretary coordinates publication and distribution of the company’s annual report, accounts and statement, and the preparation of the Directors’ report by the accountant.
These are not all of the duties of the company secretary, but the duties mentioned indicate some of the most important responsibilities of the company secretary in Singapore. Fulfilling an important role in communication and documentation, the secretary works closely with directors and company senior management to fulfill legal and charter requirements.
Whoever fills the position in the organisation must be able to meet the highest ethical and professional standards, be adaptable, have excellent communication skills and be willing to accept a high level of responsibility in an increasingly complex business environment.
A company secretary, who meets professional requirements and can fulfill all duties, may be employed by the corporation or retained through a Singapore professional firm.