The foundation of a company is laid on four pillars: the shareholders, directors, auditors and the Company Secretary. A statutory requirement has to be fulfilled under the Companies Act. when incorporating a company in Singapore i.e. appointing a Singapore Company Secretary (who must be a resident of Singapore). The appointment must be done within 6 months of the Company Incorporation.
The primary company secretary requirements include the filing of annual returns, recording, and filing of board resolutions. A Company Secretary is basically a compliance officer for the firm.
Appointment of a Singapore Company Secretary
The Companies (Amendment) Act 2014 deals with the appointment of company secretary in every Singaporean Company.
A Company Secretary must be:
- A Natural Person
- A Resident of Singapore even includes Singapore Citizens, Permanent residents, EntrePass holders, Employment Pass holder issued with this pass to work in the company concerned, S pass holders can also act as Company Secretary, but cannot act as a company director.
The Act also states that the company secretary appointed should possess the necessary educational and professional qualifications. On the date of the appointment, the company secretary should not have any debarment order against him/her issued by the Registrar. A director cannot be appointed as the company secretary of the company if he/she is the sole director of the company. The office of company secretary cannot be vacant for more than 6 months and most companies appoint a company secretary at the time of incorporation of the company.
Qualifications of a Singapore Company Secretary
The company board of directors are responsible for the appointment and deciding the remuneration of the company secretary.
Under the Companies Act, to be a Singapore Company secretary of a public company one has to qualify at least one of these criteria:
- A qualified person under the Legal Profession Act (Cap 161)
- A public accountant registered under the Accountants Act (Cap 2)
- A member of the Singapore Association 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
- Or has been a company secretary of a company for at least 3 years out of 5 years immediately before his appointment as company secretary of the public company
Responsibilities and Duties of a Singapore Company Secretary
A company secretary takes care of a wide range of activities, ranging from updating of company information on ACRA to preparing AGM and BMs for the CEO. The following are the responsibilities of a company secretary undertakes:
- Updating with ACRA-
- Appointment, resignation, and death of any directors
- Filing of Annual Returns
- Changes in Company name and Address
- Share allotments or transfers
- Amendments to Company Constitution
- Maintaining of Statutory Registers-
- Keeping a log of the minutes’ book of AGMs and EGMs
- Issuance of shares
- Filing of signed board resolutions
- Arranging Board Meetings and AGMs-
- Distributing company’s financial reports
- Attendance and preparation of minutes of the meeting
- Preparation of meeting’s agenda
- Preparation of director’s resolutions
- Safekeeping of the company seal
- Maintaining relations with the shareholders
- Monitoring the movement of shareholders
The Key Roles of a Singapore Company Secretary
A Company Secretary’s role is exhaustive, he/she takes on multiple roles within a company.
Admin Role –
ACRA related compliance work comes under a Company Secretary’s capacity. He/she ensures that the company meets the necessary deadlines of the authority.
The agenda and minutes of meeting for AGMs and EGMs are prepared and maintained by the Company Secretary. He also deals with the company shares, such as the transfer of shares, issue of shares and maintaining of the shareholders’ register.
Advisor to the company –
A company is heavily relied on a company secretary for advice, because of their wide-spread knowledge on corporate law and compliance frameworks as mentioned by the authority and by the internal management of the company. They are involved in all the decision-making process with the management and act as a common ground between the shareholders and the Board of Directors. The main advisory role a company secretary performs is to ensure that the company is in line with the legal and compliance framework of Singapore.
Fiduciary Role –
The role of Company Secretary is of fiduciary role. He has to display complete integrity at all times and always act in the best interests of the company in good faith. He tries to avoid or disclose any possible conflicts that may arise. Company Secretaries have to abide by the Companies Act and the constitution of the company in which they are acting as a Company Secretary.
Role of a Singapore Company Secretary in AML/CFT
During the on-boarding of clients for a Corporate Services Provider, a Company Secretary plays a crucial role in determining the legitimacy of the individual, the company or business.
A Company Secretary digs into the profile of the business, operations of the business, industry trends etc. to understand the stability of the business. To understand if the Ultimate Beneficial Owner (UBO) is keen on setting up the business.
Basically, KYC is done, which gives a background of the customer to ensure if they are clean and directly/indirectly not involved in any criminal offenses such as Money Laundering (ML) and Financing of Terrorism (FT). The procedure of a standard KYC includes a due diligence form of the individuals and their business.
AML and KYC are done using a reputable commercial database for the screening of companies, groups, and individuals. It even checks for Politically Exposed Persons (PEP) names, lists and their affiliates. Helps Corporate Service Providers (CSPs) to prevent themselves from engaging with any customers affiliated to criminal offenses.
Importance of a Singapore Company Secretary
There are a lot of hats a Company Secretary wears and the role should be dealt with utmost diligence. A Company Secretary needs to comply with any rules and regulations, look into the internal proceedings of a company and what not.
Hiring an experienced and professional Corporate Secretarial Services firm in Singapore is necessary.