According to the Singapore Company Law, every company must appoint a Company Secretary. A Company Secretary assumes the role of a compliance officer and is responsible for ensuring that all board members are informed and aware of their legal responsibilities towards the firm. This article provides an overview of the roles and responsibilities of a Company Secretary.
Eligibility Criteria for Company Secretary
The Companies Act Section 88 mandates that every Singapore company must have at least one Company Secretary. To be eligible as a secretary, an individual must meet the following requirements:
- Be a natural person
- Be a Singapore resident
- Meet the required academic qualifications and professional experience
- Have no debarment order by the Registrar against them
- Not a sole director of the company.
In addition to these requirements, a Company Secretary should possess the following qualities:
- Quick decision-making ability in a fast-moving business environment
- A fair attitude
- Able to keep up with developments in the company legislations
Company Secretary: Duties and Roles
A Company Secretary is expected to fulfil the following duties:
- Keep the company statutory records and registers
- Organize director and shareholder meetings
- Lodge important documents in time as legally required
- Offer administrative support for meeting preparations
- Offer administrative support and comprehensive legal to the board
- Help the company implement corporate strategies by making sure that the board’s decisions are communicated and carried out properly.
- Make certain that the organization meets all legal commitments and obligations
- Keep up with recent changes in regulatory and statutory obligations
- Communicate relevant information with shareholders
Job Responsibilities of a Singapore Company Secretary
1. Statutory Register Maintenance
It is the responsibility of the Company Secretary to maintain the statutory registers of the company as required by the law. Some examples include the register of members, the register of charges, and the register of substantial shareholders.
2. Secure the Company Seal
The company seal should stay in the custody of the Secretary. He or She must also ensure proper use of the seal.
3. Notify Regarding Company And Prepare Meeting Agenda
Not only is it a Company Secretary’s duty to inform all shareholders and members about upcoming meetings, but he/she must also prepare the agenda. Overall, it is their responsibility to organize meetings.
4. Make Sure Everyone Abides by Constitution of the Company
Company Secretaries are in charge of making sure that a company and its directors always follow the rules stated by the Constitution of the Company.
5. Accounts Preparation
A Secretary is responsible for making sure the company accounts comply with the Company Law provisions.
6. Responsible for Filing Statutory Forms
It is a Secretary’s duty to file forms and returns with the Registrar before deadlines. This includes forms and returns such as appointment or resignation notice of a director, Annual Returns form, and the return of allotment of shares.
7. Ensure Adequate Insurance Coverage
A Company Secretary will make sure that there is enough insurance coverage in place for not only the company but also for its directors, officers, staff, and the office.
In addition to the duties related to company law compliance, a Company Secretary has the following job responsibilities:
- Help and advice company directors to fulfill their statutory duties
- Maintain regular correspondence between the company and its shareholders
- Unless it violates the laws, allows the members and shareholders the firm’s statutory registers
- Encourage Transparency and Accountability Across Company Functions
- Be a liaison between the Board and the shareholders
- Be the person in charge of all of the company’s secretarial and also overlook the company’s administrative functions
It is to be noted that the job duties of a Company Secretary may vary from one company to another. Depending on the organization’s employment contract, a professional’s duties may differ or increase. Furthermore, an individual’s academic qualifications and first-hand experience will help determine how much responsibility an employer will delegate to him.
Importance of a Company Secretary in a Singapore Company
Based on the Code of Corporate Government, The Monetary Authority of Singapore claims that the job roles of a Company Secretary must be clearly defined. In general, a Company Secretary is expected to maintain compliance with all regulations and laws. His presence in all board meetings is also mandatory as they must advise the Board on various governance issues.
For any Singapore firm, a Company Secretary appointment is a critical step in company incorporation. It is a very important role and organizations are required to appoint a qualified professional as Company Secretary at the time of company incorporation.
The position cannot be left vacant for over 6 months. If you enlist a professional company for your company incorporation, they will appoint someone from the company as a Company Secretary. Therefore, it is very important to select a trustworthy corporate services firm for your incorporation. If you need any assistance regarding company incorporation or Singapore company secretarial service, feel free to contact us at HeySara.
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