CORPORATE SECRETARIAL SERVICES
In Singapore, you need to appoint a company secretary within six months after incorporating your company, according to the Singapore Companies Act. A chartered secretary serves as an officer of your company, assisting you with a variety of duties and responsibilities that ensure your company complies with IRAS and ACRA requirements.
Corporate Secretaries (also known as officers of a company) assist in the administration of a company and ensure that directors and shareholders are informed of statutory responsibilities such as the annual filing of audited financial statements, accounts and the holding of annual general meetings (“AGM”). The requirements for becoming a Corporate Secretary for a private limited company in Singapore are not stringent, and any Singapore resident (i.e. Singapore citizen, permanent resident, or someone with an employment pass) over the age of 18 can take on this position.
Unfortunately, this results in a “knowledge gap,” since unqualified company secretaries may struggle to keep the directors, shareholders, and auditors updated on statutory obligations and deadlines. Furthermore, there is no minimal limit on the number of organizations a Corporate Secretary can work for; as a result, the Corporate Secretary’s degree of commitment and responsiveness may be compromised.
In fact, being a Corporate Secretary of a public company has considerably more requirements, since the Corporate Secretary must be trained and qualified as a lawyer, an accountant, or a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators (“SAICSA”). While these qualifications only apply to a Corporate Secretary of a public company, ACRA may also require a private limited company to appoint a professionally qualified Corporate Secretary if the firm is found to be consistently in violation of the law.
The Corporate Secretary’s Authority
Certification of corporate documents by the Corporate Secretary is generally accepted since the Corporate Secretary is generally well recognized as the key person in charge of the company’s records. When a company opens a bank account, for example, the directors must approve the account opening through a resolution.
Before processing the account opening, the bank will normally want a certified copy of this resolution for its records. A director and the Corporate Secretary will usually sign this certified copy together. For their annual statutory audits, auditors will also request Corporate Secretary to validate the records of a company’s minutes book.
A Corporate Secretary can also advise the company’s board on how to stay compliant when carrying out various corporate actions. When engaging in a loan arrangement, for example, the Corporate Secretary can also advise the company and its directors whether any of the loan agreement’s terms and conditions may have conflict with the company’s M&AA. The Corporate Secretary can also help with preparing the necessary documentation, such as directors’ resolutions in writing to approve the transaction, appointing a corporate representative to legally represent the company in signing all relevant loan documents, and ensuring that proper authorization is given for the affixing of the company’s common seal in accordance with the company’s M&AA.
A professional Corporate Secretary is also always approachable and always available to advise the company on proper procedures for any agreements, corporate guarantees, leases, and investments, as well as any other challenges the company may encounter while conducting business in Singapore.
- What You Need To Know About Corporate Secretary
- In accordance with the Singapore Companies Act, the Corporate Secretary is an appointed officer of the Company.
- According to Singapore Companies Act, every company must have an appointed Corporate Secretary within 6 months of incorporation.
- The Corporate Secretary must be a Singapore Citizen/Permanent Resident, or a Singapore Employment Pass Holder/Singapore Dependent Pass Holder.
- Prior to being appointed as the secretary of a public company, the Corporate Secretary must have at least three years of experience as a Corporate Secretary.
- A sole director or shareholder cannot be assigned as a Corporate Secretary.
- If the company has more than one director, a local resident company director can only be appointed as Corporate Secretary.
- For Sole Proprietorships and Limited Liability Partnerships (LLP), a Corporate Secretary is not necessary.
- The Consequences Of Not Engaging Qualified Corporate Secretarial Services
According to ACRA, the following are some of the most prevalent offences and mistakes that companies can make under the Companies Act (Cap. 50) if they don’t hire a qualified and competent Corporate Secretary:
- Inability to come up with a business resolution.
- Failure to validate a critical business step for the company.
- Failure to publish the name of the company and its registration number.
- Failure to notify the Registrar of any changes to the registered office address or business operating hours.
- Records that are not being managed and maintained properly.
- Incorrect year-end company reports
- Non-compliance to Companies Act (Cap. 50, Section 411), Companies Regulations.
- Failure to file the company’s Annual Return within one month of the date of the Annual General Meeting.
- Failure to notify the Registrar of any changes in directors, managers, corporate secretaries, auditors, registered office address, and other pertinent information.
- Duties and Responsibilities of the Corporate Secretary
- Keep the company’s registers and minute books up to date
- Organize, attend, and record minutes of board of directors and shareholder meetings
- Assist the meeting’s Chairman in conducting the meeting
- Ensure that the Companies Act’s statutory obligations are met
- Ensure that the company’s Memorandum and Articles of Association (“M&AA”) are followed
- Keep the company and its directors informed about the deadlines for filing annual returns and any other returns with ACRA
- Advise the company on and take care of the necessary electronic filings with ACRA for changes within the company within the prescribed timelines set by ACRA
- Ensure the safe custody and proper use of the company seal
- Communicate any relevant changes in statutory legislation to the company and its directors as soon as possible if any
- Act as an intermediary between the firm and the relevant authority for the company’s specific needs, such as ACRA, the Stock Exchange, and the Singapore Inland Revenue Authority
- General Compliance
- ACRA Compliance Alert & Reminders
- Statutory Returns
- Shareholder Communication
- Share Registration
- Share and Capital Issues, Transfers and Restructuring
- Shareholder Monitoring
- General Meetings
- Annual General Meetings (AGM)
- Report and Accounts
- Company Seal
The Advantages of Engaging Our Services
We are responsible for you as your nominated Corporate Secretary. While you focus on your business, we handle the duties & responsibilities of an Outsourced Company Secretary :
Every successful business in Singapore needs corporate secretarial services. Outsource the expertise & qualified skill your company needs to excel and succeed in the current economy. Please don’t hesitate to contact us if you have any additional queries about our corporate secretarial services. We will respond as soon as possible to your enquiry.
CALL US FOR YOUR CORPORATE SECRETARIAL SERVICE TODAY !
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