A corporate secretary plays an important role in ensuring your company is compliant with regulatory requirements while also executing all of the company decisions, resolutions, and changes. As stated in the Singapore Companies Act, the corporate secretary’s primary responsibilities are in the administrative and reporting functions. This means that not only is it a key requirement in all companies in Singapore, but the secretary also helps support high-ranking positions in the organisation to function efficiently by taking care of ad hoc tasks.
This article will help you find a corporate secretary by outlining the corporate structure of businesses, listing the roles and responsibilities of a secretary, and the qualifications to look for in a secretary.
If you need assistance with all administrative tasks within your company, take a look at the services offered by these top corporate secretarial companies in Singapore.
A corporate secretary is essential in building any business in Singapore, specifically for the company incorporation process. A secretary must be appointed within six months of incorporation as mandated by the Accounting and Corporate Regulatory Authority (ACRA), which is the agency that regulates businesses and accountants. The position is no longer that of a traditional company secretary whose task is purely administrative and clerical and is limited to assisting and supervising the workflow of the board members.
The secretariat role has been upskilled in recent years with the development of technology that streamlined manual clerical tasks. Its critical role now lies in ensuring corporate governance, adhering to compliance obligations, and providing assistance in the corporate and constitutional requirements.
To understand the necessity for a secretary, you must first understand the corporate structure and formation essentials in Singapore. There are four main business structures according to ACRA: sole proprietorship or partnership, limited partnership, limited liability partnership, and company. Foreign companies can also be classified under two types of business entities: foreign companies and non-trading representative offices.
Sole proprietorships are owned by one person, a company or a limited liability partnership. Its legal status is defined by the following characteristics: it is not considered a separate legal entity from its owner, the owner has unlimited liability, and it can sue or be sued. A partnership on the other hand is owned by at least two partners (maximum of 20), which can be individuals, a company or a limited liability partnership.
A limited partnership, also known as LP, is a company that has a minimum of two people working as partners, one of whom is a limited partner. Its legal status states that it does not have a separate entity from the partners, which means it cannot sue or be sued or own property in its name.
A limited liability partnership or LLP is considered a separate corporate entity from the partners. This means that the LLP will continue to exist even if the partners change. Its legal status allows it to sue and be sued in its name, acquire and hold property, have a common seal in the name, and have perpetual succession.
A company can be private or public. Private companies are further classified into the following: exempt private company, private company limited by shares, unlimited private company, and unlimited exempt private company. Public companies are divided into public company limited by shares, public company limited by guarantee, and unlimited public company.
Both local and foreign companies are required to register under the Company Act. A company needs the following requirements to register: minimum of 1 shareholder (maximum five shareholders), minimum paid-up capital of $1, at least one resident company director, local registered office address, approved company name, and appointed company secretary who is a Singapore resident.
As one of the requirements for corporate formation, the difference between a corporate secretary and other secretaries working in the company must be defined. In some resources you find on the internet, the terms can be interchanged, while in other, the roles overlap. If you encounter articles that use the word “company secretary” instead of “corporate secretary,” it describes the latter's responsibilities. However, in this article, we will use the name corporate or company secretary to refer to the job required for legal compliance.
The secretary has specific responsibilities that other secretaries do not handle. A secretary plays an essential role in assisting the executive level or the directors in creating corporate governance practices and principles—other secretaries in the company focus on handling administrative matters and implementing decisions and rules. According to the Companies Act, companies in Singapore must have one corporate secretary within six months after incorporation, with a specific role in complying with relevant statutory obligations.
The following are the key roles of the position:
Although doing business in Singapore is not as complex as in other Asian nations, there are rules and regulations you need to comply with. Startup businesses face challenges when keeping up with regulatory compliance such registering the business. Foreign companies, in particular, will need to have a local representative to make the process easier. All companies must also have at least one director who is a Singapore citizen, and this position can be fulfilled by appointing a secretary. Another challenge is hiring foreign workers for the company as visas are given after scrutiny.
Most companies that wish to hire foreign workers outsource some office processes. New local entrepreneurs and foreign companies must also wrestle with the Common Reporting Standard, open a corporate bank account, and prepare for the Annual General Meeting. However, the most challenging part of running a business is those that have to do with filing of the company annual accounts, registration maintenance, issuance of notices of transfers / amendments / removals / resignations and address change, and ACRA regulatory requirements. The company secretary handles some of these tasks, therefore the role covers not only administrative duties but also advisory and legal matters.
The company secretaries handle most of the statutory compliance with ACRA, including annual return filing, updating company details, preparing for the required yearly general meeting, and ensuring compliance with the memorandum and articles of association.
Small businesses that cannot afford to hire an in-house corporate secretary can engage with company secretarial services that provide a company secretary's assistance.
The secretary is considered a backbone of the company as they are given the tasks of keeping up with the legal compliance, communicating with the directors and shareholders, and protecting the brand's interests.
Below is the scope of the roles and responsibilities of a company secretary.
One of the primary roles of a secretary is to fulfil all the requirements of ACRA. These include the company information especially concerning its directors, appointment and resignation of offices, company constitution amendments, company name changes, share transfers and allotments, and annual returns filing.
As part of the administrative body of the company, a secretary is expected to handle all the ACRA-related compliances. But it is also just as important that the secretary facilitates the annual meetings required by law. The preparation and recording of the meeting are handled by the company secretary, including the maintenance of the minutes and books, company shares management, shareholder register maintenance, and share transfers or issues.
A secretary is expected to uphold the trust and confidence of the company shareholders. Suppose a business hires a third-party corporate secretarial firm, in that case, they are expected to act in the client's best interests, keep sensitive information private, and be subject to the company's Constitution, not just the Companies Act.
The secretary is expected to keep track of and update information regarding the issue of shares, signed board company resolutions, company accounts, and the annual report distribution. In overseas operations, the secretary is entrusted with the supervision of the establishment of operations according to the laws and recommended procedures.
Because a secretary is expected to be an expert in legal and internal good corporate governance matters, they are relied on for their advice during important events in the company. Before decisions are made, the directors or shareholders ask for help in identifying, formulating, changing, and complying with the policies. The secretary must ensure that changes in the company are within the legal frameworks set by law.
The company secretary also has to keep track of filing deadlines and other legal obligations, safely keep the company seal so that it is appropriately used, maintain shareholder relations, and monitor changes, acquisitions, restructuring, mergers, and amalgamations.
The primary task of the secretary is to fulfil one of the requirements stipulated in the 1967 Singapore Companies Act. But more than that, there are other requirements under the same Act that a trained and experienced secretary can complete.
The key provisions in the Companies Act are also maintained and updated by a corporate secretary. This includes company name registration and any changes to it, the updated list of and information regarding company directors, updates and changes in all the directors and controllers, facilitation of the mandatory meetings such as AGM, and completion documentation and certification requirements.
Failure to meet any of those requirements can spell trouble for the business, resulting in fines and penalties or a formal response.
A secretary does not just “record things” as expected from other secretarial jobs. They monitor and advise so the company keeps operating. Without a company secretary, the business might fail to comply with the following: provisions under the Companies Act, file the necessary documents and make resolutions, formulate response to authorities, disseminate information among the stakeholders, and maximise the company tax benefits.
A secretary’s job includes the following: ensuring accountability and transparency of the company; scheduling and organising protocols during meetings; guiding the stakeholders or company directors based on the rules; ensuring that information is passed to all parties in the company; developing systems to ensure compliance; monitor changes in the legislation; monitoring and ensuring a set of management procedures; and liaising with lawyers, bankers, and auditors.
An in-house secretary may have the advantage of understanding the company history, but a specialised firm ensures that you get professional service. Outsourcing corporate secretarial tasks will give you the following benefits:
An effective company secretary must have not only the background and training required but also the following attributes:
The secretary must have a clear vision of what the company wants to achieve and understand what is needed to be done. Small businesses benefit from such an expert because navigating various requirements and rules are sometimes challenging. Advice from the corporate secretary is also invaluable, especially when making policy changes.
The tasks assigned to a secretary require that they have the skillset beyond just meeting company incorporation requirements. Some corporations hire a lawyer as a company secretary because it requires knowledge of corporate laws in Singapore. While the secretary does not need to be a lawyer or an accountant, those backgrounds are an advantage.
The secretary is expected to prepare and record annual general meetings and update the company's constitution and policies. Record-keeping is crucial in such tasks to ensure timeliness, accuracy, and transparency.
In some corporations, certified public accountants are hired as corporate secretaries because the job requires above-average competency when it comes to financing. Remember that one of the jobs of the secretary is to monitor and supervise share allotments, file annual reports, and update financial statements.
The secretary is tasked with organising, preparing, and recording meetings and sessions. That and other responsibilities during the meeting require time management skills. This ensures the meetings are organised and recorded efficiently, the records and governance requirements are accurate, and there is fast and clear communication between the parties involved.
The secretary has to deal with many people, not just those within the company. Even if the secretary is outsourced, the public’s impression of the secretary’s professionalism and communication skills will reflect on your brand. Good communication is also a key to business growth, therefore the secretary must be knowledgeable about business letters, emails, and phone or face-to-face interactions.
There are tasks today that are done automatically with the use of technology. Although many businesses still rely on paper-based processes, digital records and documents are also necessary. Suppose your company hires a corporate secretarial service, in that case, you need to ensure that the secretary is up-to-date and well-versed in specialised systems and automated processes. Prompt and professional service go a long way, especially when completing requirements before the deadline.
This is the most critical attribute of a secretary as they are expected to handle sensitive information. As a person trusted to advise on important business matters, they must be confident, proactive, and trustworthy. Trust and confidence of the client must always be upheld, and the company's good is always foremost.
The corporate secretary position must be filed within six months of incorporation and must not be vacant for more than six months at a time. Below are the background and qualifications to look for in a secretary:
The secretary does not have to be a lawyer or an accountant, but the training and expertise are advantageous. When hiring a corporate secretarial services firm, make they are a registered filing agent licensed by ACRA.
Here are some questions to ponder when hiring a corporate secretary:
A corporate secretary is a critical position in any company. When hiring company secretary services in Singapore, consider the advantages of outsourcing this position to an expert firm. This will allow you to focus on your business goals while meeting all compliance and statutory requirements.
Find out more about corporate secretarial services from one of our highly recommended companies in Singapore.
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