Why Do You Need Hire A Company Secretary?

Under Section 171 of the Companies Act every Singaporean company is obligated to designate a company secretary, responsible for ensuring the company’s adherence to Singapore’s corporate regulations. In Singapore’s corporate landscape, the company secretary is not merely an administrative cost but rather a multifaceted figure, serving as an officer, administrator, and guardian for the company, its board, and its stakeholders.

Comparison table for our 3 secretary plans

Service Items

LITE

$388per annum

STANDARD

$688per annum

UNLIMITED

$888per annum

Annual Services

  • Provision of a Named Secretary for your Company
  • Maintaining of Company Register and Minute Books
  • Preparation of Annual General Meeting Documents
  • Filing of Annual Return to ACRA when due and applicable

Routine Changes

  • Resignation of company auditors/officers
  • Modification of the officers' particulars
  • Modification of the company name
  • Modification of the registered business address
  • Dividend declaration and distribution
  • Alteration of financial year end
  • Alteration in the core business operations (SSIC codes)
  • Reduction of share capital

Other Service

  • Custom board resolution drafting
  • Share issuance/transfer for existing shareholders
  • Share issuance/transfer for new shareholders

What Does Singapore Corporate Secretarial Services Include?

The Singaporean company secretary shoulders a diverse set of responsibilities aimed at guaranteeing the company’s adherence to the legal framework of Singapore’s corporate law. The table below outlines a list of the common company secretary’s tasks in Singapore:
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1
Filings with the Accounting and Corporate Regulatory Authority (ACRA)

The company secretary handles all filing with ACRA, which among others things include:
  • Filing notices of appointment, removal, and resignation of various company officers such as directors, CEOs, company secretary or auditors
  • Preparing and filing annual return filings
  • Filing changes in company related information such as Company Name, Nature of Business, Financial Year-end, etc.
  • Filing changes in share related transactions such as increase in Share Capital, Share Transfers, Capital Reduction, etc
  • Filling changes of company officer particulars such as their name, address, contact numbers, etc

2
Maintaining statutory registers

Singapore corporate secretaries are obligated to keep the following statutory registers up-to-date:
  • Register of Substantial Shareholders
  • Register of Company Charges
  • Register of Directors, Secretaries, CEOs and Auditors
  • Register of Nominee Directors
  • Register of Directors’ Interests in Shares and Debentures
  • Register of Registrable Controllers
  • Register of Nominee Shareholders
  • Register of Debenture Holders
  • Minutes book

3
Board meetings

For companies with a more diverse and complex board of directors, Secretary will assist in the convening of physical Board meeting
  • Advise directors on the issues to be discussed in the meeting
  • Prepare and distribute the necessary and documents
  • Attend meeting and record meeting minutes
  • Prepare board resolutions and certify copies of minutes

4
Annual general meetings (AGM) or Extraordinary General Meeting (EGM)

For companies with a more diverse shareholding structure, a physical AGM or EGM will be convened when needed.
  • Prepare and issue meeting notices to shareholders
  • Prepare meeting agendas
  • Prepare and distribute financial reports
  • Ensure that voting is carried out properly
For smaller companies, the Secretary will still need to prepare the necessary AGM paperwork for signatory by all shareholders on an annual basis.

5
Other duties

  • To be appointed as the Named Secretary of the company with ACRA.
  • Conduct regular due diligence and KYC exercise on the company officers.
  • Assist in the maintenance or administration of the Company Corporate Pass (CorpPass) Account.
  • Assist in the registration of Company Data Protection Officer (DPO)
  • Provide regular advisory on compliance matters to the Board of Directors.
  • Ensure the safe custody and proper use of the company seal
  • Handle the correspondence between the shareholders and the company
  • Remind the directors to carry out their statutory duties in a timely manner.

Qualifications of a Secretary for a Public Company

A public company secretary in Singapore must satisfy at least one of the following conditions:

✔️Prior service as a company secretary for a minimum of 3 out of the 5 years immediately before taking on the role of secretary in the public company.

✔️Possession of qualifications in accordance with the Legal Profession Act.

✔️Registration as a public accountant under the provisions of the Accountants Act.

✔️Membership in the Institute of Certified Public Accountants of Singapore.

✔️Affiliation with the Singapore Association of the Institute of Chartered Secretaries and Administrators.

✔️Membership in the Association of International Accountants.

✔️Inclusion as a member of the Institute of Company Accountants, Singapore.

Who does not NOT qualify to be a Company Secretary?

The Companies Act also specifies circumstances in which an individual is disqualified from serving as a corporate secretary.

✔️The sole director of a company is ineligible to serve as a corporate secretary:
In many instances, a Singaporean company with a sole director will appoint its corporate service provider as the named corporate secretary to meet this requirement.

✔️Debarment of the company secretary:
Debarment pertains to a scenario in which the Singaporean government revokes an individual’s rights to act as a company secretary. Company secretaries can face debarment if they have previous violations or disqualification from the government.

https://prosecsingapore.com/