The Company Law of Singapore states the need for each Singaporean company to appoint a company Secretary within six months of its registration. The task is important, and many of them outsource it to the company secretarial services in Singapore.
Some of them prefer to hire in-house company secretary or do the task themselves. Each of the options has its own merits. Here is why you should hire one of the experienced corporate secretarial services in Singapore.
Why you need to Hire Company Secretarial Services in Singapore
- These services strictly follow the rules and regulations of ACRA which maximize the chances of faultless statutory compliance.
- Outsourcing your compliance to the qualified company secretary supplied by these services unburdens you from the stress of having to deal with the task.
- A foreign entrepreneur needs to hire an incorporation services provider for his or her incorporation. It is advisable for them to also hire a qualified company secretary from these services. The whole package may cost them less than what they would pay for individual services.
- After hiring these services, you get to enjoy dedicated services of a company secretary having vast experience in compliance related matters.
The company secretary acts as the compliance officer of the organization. The professional is tasked with communicating, among other things, the due dates of the annual filing and AGM to the directors and shareholders. Its prime responsibility is to coordinate with the regulating agencies like Accounting and Corporate Regulatory Authority (ACRA), Inland Revenue Authority of Singapore (IRAS), Ministry of Manpower (MOM), etc.
Who can Act as a Company Secretary in Singapore
The appointment of a company secretary is as per the Section 88 of the Companies (Amendment) Act 2014.
- It states that the company secretary must be a natural individual
- A Singapore resident who can be a Singapore citizen, permanent resident or holder of work passes such as an Employment pass or Entrepass
- The person must be above 18 years of age
- The company directors must ensure that such an individual has experience, academic and professional qualifications to shoulder the responsibility.
- The sole director of a company act as a Company Secretary.
- The individuals having the debarment order against them cannot act in this capacity.
- The post cannot be left vacant for more than six months at any time.
Finding a qualified and experienced secretary is hard for both local and foreign business owners. That is why they choose to hire one of the corporate Secretarial Services Singapore. These firms employ certified professionals who have the industry-wide experience necessary to discharge the responsibility entrusted to them.
Qualification of Singapore Company Secretary
Both, private limited companies & public limited companies need to appoint a secretary. However, the criteria a private limited company must observe while appointing a Secretary is less stringent than that for the public limited companies.
Singapore Companies Act, Section 171 (1AA), states that a secretary of a public company must be qualified, and has to meet at least one of the following criteria:
- Worked as a secretary of a company for at least three of the five years immediately before being appointed as the secretary of a public company
- A qualified person under the Legal Profession Act (Cap. 161)
- A public accountant registered under the Accountants Act (Cap. 2)
- A member of the Institute of Certified Public Accountants of Singapore
- A member of the Singapore Association of the Institute of Chartered Secretaries and Administrators
- A member of the Association of International Accountants (Singapore Branch)
- A member of the Institute of Company Accountants, Singapore
Roles of Company Secretary
The company secretary is a responsible position in the company management. The professional acting in this capacity is considered as one of the officers of the company. They are responsible for the handling of administrative functions & statutory obligations of the organization. The role & responsibilities of the company secretary are prescribed by the ACRA.
However, some of the business owners think that it is a waste of money to hire company secretarial services Singapore for the task, but, they have the right people for the task. The roles of a Singapore Company Secretary can be summed up as:
Meet statutory obligations, protecting business interest of the company, practicing good corporate governance & business ethics, and attending company’s registered office address.
Towards Board of Directors:
Advise the directors, communicate info to them so that they can effectively contribute during the board meetings. Handling appointment of the new director to the board.
Communicate with the shareholders and protect their interests. Act as the first point of contact with them. Circulate financial statements so that they are prepared to take part in decision making at the company’s AGM.
A company secretary must be capable of;
- Quick decision-making in response to the changes in business environment
- Maintaining fairness in all of the official dealings
- Grasping the latest changes in the legislation and its effect on the company
Core Duties of a Company Secretary
The duties of the Secretary as per the Singapore Company law are specific, and they are as follows:
The Company Secretary is responsible for maintaining & updating of company’s register of shareholders, register of charges, register of members, etc.
Custody of Company Seal
The Company Secretary is responsible for the custody and proper use of company seal.
Preparing Notice & Agenda of Meetings
The Secretary notifies the members and shareholders about the dates of meetings. The individual also makes the agenda in collaboration with the CEO and is also responsible for making the arranging the meeting.
The Company Secretary must see to it that the company and its directors work as per the dictates of the company constitution.
Preparation of Accounts
The Secretary must see to it that the company’s accounting is as per the rules and regulations. The individual is also responsible for the filing of the financial statements with ACRA.
Identity of the Company
The Company Secretary must see to it that all the documents, notices, business letters, and company correspondences carry the name of the company and UID number clearly.
Filing with Company Registrar
It is the responsibility of the Secretary to file annual returns, the return of allotment of shares and changes in the company officials with the regulating authorities. It has to be done in a time-bounded manner.
Minutes of Meetings
The Secretary need to prepare the minutes of meetings and see to it that they are maintained properly. The company needs to preserve these records as per the law.
Insurance for Company
The company, its directors, officers, and other staff needs to be insured. It is the task for the company secretary.
The Company Secretary also need to respond to the situations presented below:
- Change in the company’s registered office
- Change in the director of company
- Amendment to the Company Constitution
- Change in the Name of Company
- Charge creation
- Change in share capital
Other Duties of Company Secretary
Though the company secretaries are held responsible for statutory compliance & corporate governance of the company, their duties are influenced by their employment contract, qualifications & experience. They can leverage their training such as accounting, legal, etc., for optimizing the company’s work. That is why appointing qualified professionals from the corporate secretarial services Singapore makes sense. These professionals also take care of the following tasks.
- Convene and make arrangement for the AGM & EGM.
- Advises the board in discharging its duties.
- Protect the rights of shareholders and debenture holders & issue share certificates, invite applicants for subscription, take care of the transfer of shares & payment of dividend.
- Communicate with shareholders. Protect company’s confidential information.
- Keep the statutory registers open for inspection by members, shareholders, etc.
- Acts as a link between the Board & shareholders.
- Promote transparency & accountability in the company’s functioning.
- Take charge of secretarial work of the company.
- Oversee the company’s administrative functions.
Company Secretary in Fiduciary Capacity
The Company Secretary acting in the fiduciary capacity has to keep the following in mind:
- The Company Secretary must see to it that his or her personal interest never clashes with that of the company.
- The Company Secretary must always act within the law.
- The Company Secretary must show care & diligence while executing the duties.
- The Company Secretary must never seek any secret profit while executing his or her duties.
- The Company Secretary must never open confidential or trade info acquired.
- The Company Secretary like other officers of the company is answerable for the negligence or breach of duties and can be held liable.
When it comes to appointing a company secretary, the right moment is to hire a qualified and experienced one at the time of incorporating a company in Singapore. You should search for the promo packages offered by the company secretarial services in Singapore that bundles 2 or 3 services for the price of one. These services assign a dedicated company secretary to take care of the task for their clients. These professionals have vast experience which really helps their clients’ cause. Their services are most useful to the startup business owners who are totally new to the statutory obligations and those business owners who are strapped for the time or who want give a professional touch to their statutory compliance.
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This post first appeared on Company Registration, Incorporation | SBS Consulting, please read the originial post: here