In accordance with the Singapore Companies Act, you are required to appoint a Company Secretary within six months of incorporating your Singapore company. A company secretary acts an officer of your firm, and will help fulfil a range of duties that ensures your company complies with the regulations stipulated by IRAS and ACRA.
A Company Secretary must be either a:
- Singapore resident (a Singapore citizen or permanent resident) or
- holder of Singapore Employment Pass /Entrepreneur Pass /Dependant Pass.
A Company Secretary must have sound knowledge of the Companies Act as well.
Responsibilities of a Singapore Company Secretary
A Company Secretary has the following responsibilities:
Board Meetings
- Coordinating the company’s formal decision making and reporting process;
- formulating meeting agendas with the chairman and /or the chief executive;
- attending meetings and taking minutes;
- maintaining minute books;
- certifying copies of minutes; and
- ensuring that correct procedures are followed.
General Meetings
- Obtaining internal and external agreements to all documentation for circulation to shareholders;
- coordinating the administration and attending of meetings and taking minutes; and
- ensuring that correct procedures are followed.
Company Constitution
- Ensuring that the company complies with its constitution; and
- drafting and incorporating amendments in accordance with the correct procedures.
Statutory Registers and Books
- Maintaining statutory registers.
Statutory Returns
Updating ACRA on:
- any changes in the director(s) of a company or particulars relating to director(s);
- changes to a director’s name or residential address;
- removal from office in accordance with the Act or constitution;
- disqualification from holding office;
- appointments/resignations/deaths;
- annual returns;
- change of company name;
- adoption, alteration and revocation of constitution; issue of shares;
- any other changes that requires updating with ACRA.
Report and Accounts
- Coordinating the publication and distribution of the company’s annual report, accounts and interim statement; and
- the preparation of the directors’ report.
Share Registration
- Maintaining the company’s register of members;
- assisting with transfers and other matters affecting shareholdings; and
- attending to the queries and requests from shareholders.
Shareholder Communication
- Communicating with the shareholders (i.e. through circulars);
- payment of dividends and interest;
- issuing documentation regarding rights and capitalization issues;
- general shareholder relations; and
- relations with institutional shareholders and their investment protection committees.
Shareholder Monitoring
- Monitoring movements on the register of members to identify an apparent ‘stake-building’ in the company’s shares by potential takeover bidders; and
- making inquiries of members as to beneficial ownership of holdings.
Share and Capital Issues, Transfers and Restructuring
- Implementation of changes in the structure of the company’s share and loan capital and devising; and
- implementing and administering directors’ and employees’ share participation schemes.
Acquisitions and Disposals
- Participating as a key member of the company team to implement corporate acquisitions and disposals;
- protecting the company’s interests by ensuring the effectiveness of all documentation and that due diligence disclosures enable proper commercial evaluation prior to completion of the transaction.
Corporate Governance
- Reviewing developments in corporate governance; and
- advising and assisting the directors with respect to their duties and responsibilities and compliance with their personal obligations under company law and, if applicable Stock Exchange requirements.
Non-Executive Directors
- Acting as a channel of communication and information for non-executive directors.
Company Seal
- Ensuring the safe custody and proper use of the company seal if provided for in the company constitution.
ACRA Compliance Alert & Reminders
- Notify you on filing deadlines and ACRA annual compliance matters in a timely manner.