12 Things You Ought To Know About Company Secretary In Singapore
I just signed a new client this week. One of the key handing-taking over will be Corporate Secretarial Registers & Books.
To my surprise, my this new client has been appointing his mother as the Corporate Secretary of his company!
I almost fainted…
Obviously he does not know the significance, legality and functionality of this very important position in the Company.
Let me explain…
Top 12 things you ought to know about Company Secretary in Singapore :
1. Every company must appoint a secretary within 6 months from the date of its incorporation
2. The company secretary must be residing locally in Singapore & he/she must not be the sole director of the company
3. The Secretary may also be held liable for the company’s failure to comply with the law in certain situations.
4. The secretary of a public company must comply with section 171(1AA) of the Companies Act i.e. must possess at least one of the following qualifications:
Been a secretary of a company for at least 3 of the 5 years immediately before his appointment as 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
5. The company secretary is responsible for
* the efficient administration of a company, particularly with regard to ensuring compliance with statutory & regulatory requirements & for ensuring that decisions of the board of directors are implemented.
6. Despite the name, the role is not clerical or secretarial.
* The company secretary ensures that an organisation complies with relevant legislation & regulation, and keeps board members informed of their legal responsibilities.
7. Company secretaries are
* the company’s named representative on legal documents, & it is their responsibility to ensure that the company & its directors operate within the law.
8. It is also their responsibility
* to register & communicate with shareholders,
* to ensure that dividends are paid &
* to maintain company records, such as lists of directors & shareholders, & annual accounts.
9. Company secretaries in all sectors have high level responsibilities including
* governance structures & mechanisms,
* corporate conduct within an organisation’s regulatory environment, board, shareholder and trustee meetings,
* compliance with legal, regulatory & listing requirements,
* the training & induction of non-executives & trustees,
* contact with regulatory & external bodies,
* reports & circulars to shareholders/trustees, management of employee benefits such as Employees Shares Schemes, insurance administration & Organization,
* the negotiation of contracts,
* risk management,
* property administration & organization &
* the interpretation of financial accounts.
10. Company secretaries are
* the primary source of advice on the conduct of business &
* this can span everything from legal advice on conflicts of interest, through accounting advice on financial reports, to the development of strategy & corporate planning.
11. In view of the important roles the company secretary plays in business, Private Limited Companies & large companies require
* the company secretary to be suitably trained, experienced & professionally qualified for these responsibilities.
12. Providing advice on corporate governance issues is an increasingly important role for Corporate Secretary.
* Many shareholders, particularly institutional investors, view sound corporate governance as essential to board & company performance.
* They are quite vocal in encouraging boards to perform frequent corporate governance reviews & to issue written statements of corporate governance principles.
* The corporate secretary is usually the executive to assist directors in these efforts, providing information on the practices of other companies, & helping the board to tailor corporate governance principles and practices to fit the board’s needs and expectations of investors.
* In some companies, the role of the corporate secretary as corporate governance adviser has been formalised, with a title such as Chief Governance Officer added to their existing title.
Hope the above clarifies.
Company Secretary is one of the most important back office position to help protect you and your company.
Please appoint a good Company Secretary to help you further the growth of your company.
A pro-active Company Secretary who takes interests & works closely with you Business Owners really makes a difference in your business. You will feel it.
If you need help, feel free to contact us at :
(O) +65 63851011
(M) +65 90880669
