Company Secretarial Services
What is a Company Secretary?
A company secretary in Singapore assists the company directors in ensuring that the company meets all its regulatory obligations. He or she ensures that the business interest of the company is always protected and that good corporate governance is practiced at all times. The company secretary has the ability to affect the future and growth of any company. This is the very reason why Enterprise Global PAC are committed to provide any entrepreneurs and foreign businesses with the services of a qualified financial and accounting professional. EAPAC have a team of qualified company secretaries who has the knowledge and expertise required by the national regulator of business entities and public accountants, the Accounting and Corporate Regulatory Authority.
In Singapore, each company has four major stakeholders: the shareholders, the directors, auditors and the company secretary. The company secretary works closely with all the major stakeholders and he or she serves as an advisor to the directors. One of his or her duties is to share timely information with directors in order for them to contribute valuable insight during board meetings. A company secretary also communicates regularly with shareholders and disseminates financial statements so shareholders can make a decision at the company’s Annual General Meeting.
Just like Singapore, many countries in the world including Ireland, Jamaica, UK, India, China, Sri Lanka and New Zealand require each company, regardless if they are owned by a local or a foreign investor, to have a company secretary. The Section 171 of the Singapore Companies Act has mandated that all Singapore companies should appoint a company secretary within six months from the date of incorporation. A Singapore company’s Board of Directors is not only responsible for appointing the secretary but also deciding her remuneration.
In Singapore, company secretaries are regarded as officers by the ACRA. As an officer, a company secretary is bound by all the relevant duties and obligations. Company secretaries are vested with the power to authenticate documents or formal proceedings of the company. The company secretary may also be required to execute official documents with a company director under the common seal. He or she can also issue certified copies of company resolutions along with any one of company directors. It is a company secretary’s duty to notify the company directors in case the business is bound to fail to adhere to ACRA’s rules and regulations. When a company fails to comply with the law, the company secretary may be held liable along with the company directors.
Singapore allows a director to function as a company secretary, however, it is only permitted when there is more than one director in the company.
Qualifications of a Company Secretary Singapore
- Must be residing locally in Singapore (He or she must be a Singapore Citizen, a Singapore Permanent Resident, an EntrePass holder or an Employment Pass holder)
- Has been a company secretary of a company for at least three of the five years immediately before his or her appointment as company secretary of the public company
- Qualified person under the Legal Profession Act (Cap. 161).
- Public accountant registered under the Accountants Act (Cap. 2).
- Member of the Institute of Certified Public Accountants of Singapore.
- Member of the Singapore Association of the Institute of Chartered Secretaries and Administrators.
- Member of the Association of International Accountants (Singapore Branch).
- Member of the Institute of Company Accountants, Singapore.
Key Roles of a Company Secretary Singapore according to ACRA
Statutory compliance with ACRA
- Appointment, resignation or death of company officers
- Update of directors’ particulars
- Filing of Annual Returns
- Share allotments or transfer
- Changes of Memorandum and Articles of Associations
- Changes in company name
Maintenance and Upkeep of Statutory Registers
- Filing of signed Board Resolutions
- Maintenance of Minutes Book (AGMs and EGMs)
- Issue of shares
- Distribution of Annual Report and company accounts
Preparation of Board Meetings and AGMs
- Distributing company’s financial reports
- Attendance and taking of meeting minutes
- Preparation of meeting agenda
- Preparation of director’s resolutions
ACRA Mandated Fiduciary Duties of a company secretary
- Act in the best interest of the company
- Avoid or disclose any potential conflict of interests
- Carry out duties with reasonable care and diligence
- Avoid personal dealings for or with the company to gain illegitimate profits.
- Adhere to the Companies Act as well as the Company Constitution of the respective company
- Corporate governance
- Safe keeping of company seal
- Ensure proper use of company identity
- Supervise overseas operations