Understanding who can be Secretary of a Company in Singapore
Who can be the Business Secretary in Singapore? Is this on a daily basis? Does this individual hold any stake in the company? Well, many foreign investors in Singapore are looking for information about who can be a company secretary.
In Singapore, a business secretary’s goal and aim is to assist the company in several respects. In Singapore, the laws and regulations governing companies can be complicated in nature. Some of them are easy for the company to default on. It is the work of the secretary of the company to ensure that the company complies with the Singapore regulatory authorities.
There is no company director who would like to continue being summoned to default on the legislative provisions by the Accounting and Corporate Regulatory Authority (ACRA). A company secretary plays a vital role in ensuring that managers and shareholders are up-to-date with regulatory responsibilities. Responsibilities include filing annual reports by providing a collection of audited or unaudited accounts, keeping the AGM of the company, and assisting with the company’s administrative duties.
Appointing a company secretary
One of the next steps will be to appoint the company secretary after the company has been incorporated in Singapore. The Singapore Companies Act provides for the appointment of a secretary within six months after the effective incorporation of your company. An ordinary resident of Singapore should be the appointed person, and there are many professionals available who provide companies with corporate secretarial services Singapore, such as Timcole.
Section 171 of the Companies Act mandates a company to employ and select a specified company secretary within the first six months of its incorporation date. A local or a permanent resident of Singapore must be the designated company secretary. This implies that he / she may be a Singaporean or a Singaporean permanent resident. Moreover, the company secretary should not be a company’s sole director; if the company has two or more directors, a local resident director may be a company secretary.
Finally, in order for the company to formally nominate the company secretary, it is appropriate to file the company secretary’s appointment as an officer with ACRA using the BizFile portal.
The Duties of A Company Secretary
As you are aware of your business management tasks, the secretary you employ will focus on the following things;
Updating the Statutory Registers
To ensure compliance with the Companies’ Act in Singapore, all changes or amendments in the statutory registers must be up to date. Activities include the updating and storing of information regarding;
- The recruitment and resignation of leaders, such as CEOs, executives, directors and secretaries,
- Share transfers and share problems among shareholders
- Resolutions of the Board and minutes for the AGM (Annual General Meeting) and for the EGM
Filing company changes to ACRA
As you conduct your business, you will find that you need to modify some of your company’s information. These information can include the name, updating of the constitution of the company, make a share transfer, allocate shares, and more. These amendments must be submitted to the Board within a specific period of time.
Arrangements and attendance of the board meetings
The decisions of the board meetings should be reported and submitted in the minutes. This is one of the secretary’s duties. Therefore, he or she should attend all the meetings in order to keep the documents up to date.
Together with the CEO, the Secretary can plan the agenda of the meetings. This include planning the Director’s circular motions, providing competent legal advice on the Companies Act, and certify copies of the minutes. The corporate secretary will also update the regulatory registers.
Safeguarding the Corporate Seal
The constitution of the organization (formerly known as the memorandum and articles of associations) stipulates the correct use of the company seal. In order to schedule the AGM and annual returns in time and file them to prevent the relevant fines and penalties, the company secretary will notice the due dates for compliance. You may not be aware of all the legal requirements of running a business in Singapore as a foreigner, so you will be protected when you employ a resident accredited company secretary such as Timcole Services to inform you of the important activities you need to do and maintain compliance with ACRA.
Qualifications as to who can be the Secretary of a Company in Singapore
With the appointment of a company secretary in Singapore, the directors of the company are accountable. Section 171 of the Singapore Companies Act provides directors with instructions to follow when appointed as company secretary.
The Act directs that the individual must meet the following criteria for one to qualify as a company secretary:
The person should be a member of the Singapore Institute of Certified Public Accountants (ICPAS). He or she should also have been a secretary of the company for three or more years.
He / she may also be a member of Singapore Association of the Institute of Chartered Secretaries and Administrators (SAICSA). It is recommended that you engage a skilled company such as Timcole, which offers company secretarial services. Timcole is also an ACRA filing agent, when you set up your company in Singapore.