A company secretary is highly imperative for a company because they keep up with legal compliance. Since they know the internal governance of a company, they are the ones who provide advice and assistance and act as a mediator whenever a conflict arises between directors and shareholders.
They are also responsible for complying with legal obligations. ACRA has made it clear
“Although the ultimate responsibility for complying with legal obligations lies with the company directors, the company secretary may also be held liable for the company’s failure to comply with the law in certain situations.”
It is generally the case because most of the time company directors are dependent on company secretaries (since company secretaries are responsible for looking after the administration work of a company) for guidance on statutory compliance quandaries, hence the Singapore Company Act recognizes it thereby making it their responsibility.
In ACRA’s eyes, company secretaries are deemed “officers”, hence they are responsible for all the duties that have relevance and obligations with respect to the company. Therefore, a company secretary cannot afford to hit snooze at any point any sort of non-compliance and must have the directors know forthwith.
They are to also:
- always act in the best interest of the company
- always avoid conflict of interests
- always carry out duties with reasonable care and diligence
- never make illegitimate profits from personal dealings for/with the company
A company secretary’s duties with respect to the followings:
Statutory Compliance
Company Secretary to ACRA, in respect of Statutory Compliance
A company secretary takes care of the work that concerns ACRA to ensure everything is in order. For those of you who are wondering what ACRA is; it is the national regulator of business entities, public accounts and corporate service providers in Singapore.
A company secretary’s also at the helm of Filing annual returns.
It essentially means keeping ACRA posted about general information of the company through an online portal called “Bizfile”.
Listed below are the pieces of information required in filing an annual return.
- The company’s name and registration number
- Principal activities
- Registered office address
- Details of company officers
- Shareholder details
- Audited/unaudited financial statements of the company
Annual General Meeting
A company secretary is responsible for setting up AGMs (Annual General Meetings) as well
It is usually a meeting at which a company discusses its financial statements and other company matters before the shareholders.
Board Meetings
It is a company secretary to arrange board meetings and ensure that the company’s decision-making process is running smoothly and being facilitated.
Shareholders
Deal with matters concerning shareholdings and queries from shareholders. Essentially they are answerable to shareholders.
Non-Executive Directors
Behaves as a source of information to them.
Corporate Governance
Assist the company in every possible way in enacting sound corporate governance within the company
Company’s Seal
A company secretary makes sure the company’s seal is being used legitimately and properly. They are to see nobody misuses the seal.
Company’s Identification
A company secretary makes every official document must have the company’s identity featured on it.
Chance in Company’s Details
A company secretary is in charge of updating the company’s details and having ACRA posted, should there be a chance in it.
Appointments
In case of the appointments of officers, the company secretary of a company has to inform ACRA about it in a space of 14 days. These are the details required.
- Particulars of directors
- Identification number
- Nationality
- Residential address
- Contact number
- Email address
- Position held
- Appointment/cessation date
A company secretary in Singapore is someone who acts as a backbone for a company. Someone who is always there for the company through thick-and-thin, day-in, day-out.
Every single company in Singapore is obligated to appoint one company secretary, who must be residing as well as a resident of Singapore.
Company’s owners or directors cannot take the company secretary’s position in a company, provided there are multiple directors, in such a case, one of the directors can act as a company secretary to the company.
Interestingly the Singapore Company Act doesn’t explicitly tell what their roles and responsibilities are, howbeit, a company secretary is the one who is responsible for administrative and reporting functions mandated by law. They also act as a mediator between directors and shareholders.
Bear in mind, a company secretary must be either a resident or a permanent citizen in Singapore.
However, if someone holds an S pass, they can act as a Company Secretary, they can’t act as a company director though.
The Eminence of a Company Secretary in a Given Organization
Conclusion:
A company secretary ‘s position is one of the most imperative positions in a company, hence you may want to make sure you are hiring someone with the right skillset.
If you have anything to ask in regards to company secretary, free feel to comment down below or reach out to us.