Anybody can be Company Secretary? Think again…


Every Singapore incorporated company must appoint a company secretary within 6 months from its date of incorporation. Since this is a legal requirement under the Companies Act, do you think it is wise to appoint any one to be the company secretary of your Company?

WHAT IS REQUIRED OF A COMPANY SECRETARY?

A company secretary is one who handles the company’s corporate secretarial work such as drafting resolutions, writing minutes, maintaining statutory registers, lodging necessary returns with the Accounting and Corporate Regulatory Authority (“ACRA“). Seems like these are simple tasks to handle. What’s more, requirements of appointing a company secretary is really easy. Any individual who is locally resident in Singapore and above the age of 18 can be appointed as a company secretary of a private limited company.

Well, actually, a good company secretary must have the requisite knowledge and experience to discharge his/her duties. It is a professional role.

ADMINISTRATIVE DUTIES OF A COMPANY SECRETARY

A good company secretary needs to ensure that the company’s statutory records are properly set up and maintained. This implies that all corporate actions undertaken by your Company must be properly documented, filed and valid under Singapore law. The necessary lodgement with ACRA must be completed correctly and promptly within prescribed timelines.

A good company secretary must also undertake the liaison role to communicate important information to all parties, including directors, shareholders and other stakeholders, on a timely basis. For instance, a good company secretary will support the Board functions, attend and take minutes of Board meetings. He/she will ensure shareholders’ meetings are properly convened and held with the requisite quorum. A good company secretary will be able to facilitate auditors with their audit procedures.

ADVISORY DUTIES OF A COMPANY SECRETARY

A good company secretary understands the company’s business and provides advice to ensure that the company complies with the relevant regulatory requirements and observes good corporate governance. In this way, the directors can focus on formulating the company’s strategies and running its business operations.

This is an especially important role of the company secretary. A good company secretary needs to keep the company abreast with the latest regulatory requirements. Any mistake, any wrong advice given can land the company and its directors in deep trouble for non-compliance with the relevant legal and/or reporting requirements. Serious breaches of the Companies Act may result in fines, imprisonment and/or disqualification.

FIDUCIARY DUTIES OF A COMPANY SECRETARY

A good company secretary observes his/her fiduciary role towards the company. He/she must (i) act in the best interests of the company in good faith; (ii) avoid or disclose any potential conflicts of interest that could arise; and (iii) not profit from his/her position in the company.

Given these three important roles undertaken by a company secretary, appointing the right company secretary should not be a reckless decision.

TAKE NOTE!

Although any individual who is locally resident in Singapore who is above the age of 18 can be appointed as a company secretary of a private limited company, he/she cannot be appointed as the company secretary if he/she is the company’s sole director.

HOW WE CAN HELP YOU

Once you have found the right person to be appointed as the company secretary of your Company, you can then pass a Board resolution to approve the appointment of the company secretary. If you are not certain what needs to be done, do not worry. We have done all the research and prepared most of the documents required for you. All you have to do is to follow our checklist and fill in the blanks. Here is a peek at how our checklist can help you.

First we guide you by telling you what you need to check before you commence to prepare the relevant documents.

Then we guide you on preparing the required documents.

Lastly, we guide you on how to deal with the signed documents and the necessary follow-up actions.

VISIT OUR E-SHOP TO FIND OUT MORE

There you go! Together with our template resolutions and forms, you are all set to go. Check out our e-shop to see the complete list of templates when you click on the category – Appointment of Secretary.

If you still feel that you really cannot afford the time to do this by yourself, get in touch with us. We can connect you to professional corporate secretarial agents who can assist you with your Company’s corporate secretarial and compliance needs.

 

 


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