Every company active in Singapore has to abide by local laws and regulations around tax and compliance filings and deadlines, and this burden falls very squarely on your corporate secretary and your directors. Get things wrong and the Singapore government can hold your company secretary and your directors liable for failing to comply with your regulatory obligations. Because of this, the onus is on your corporate secretary to remain up to date with the latest legislative and regulatory changes enacted by the Accounting and Corporate Regulatory Authority (ACRA), the primary regulatory body for corporate secretaries and companies in Singapore
If you incorporate a company in Singapore, appointing a company secretary within 6 months is mandatory. Singapore law sees your secretary as one of your company’s key officers, and under Singapore law, they have to be resident in Singapore. If your company has multiple board of directors, your company secretary can also act as your company’s director.
According to The Companies Act, Section 171 (1AA), any Singapore resident can act as the corporate secretary of a private Singapore company. For public companies, the individual can be appointed if they meet at least one of the following criteria:
- They have been a secretary of a company for at least three of the last five years They are a “qualified person” as defined by the Legal Profession Act (Cap. 161)
- They are a public accountant registered under the Accountants Act (Cap. 2)
- They are a member of the Institute of Certified Public Accountants of Singapore
- They are a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators
- They are a member of the Association of International Accountants (Singapore Branch)
- They are a member of the Institute of Company Accountants, Singapore
Duties and Responsibilities
Responsibilities of a company secretary are to ensure that the company creates and manages documents that track key milestones. These include:
Maintenance of Statutory Compliance Registers
Your corporate secretary has to create and update company registers to reflect any changes at your company. Common registers include:
- Register of directors (detailing your company directors)
- Register of allotments (detailing who your company has issued shares to)
- Register of transfers (detailing who shares have been transferred to)
As well as maintaining statutory registers, your company secretary is also in charge of keeping all of your directors and shareholders (and ACRA in many cases) up to date with key events at your company. The main areas you should expect your company secretary to focus on include:
- Drafting resolutions highlighting key events at your company (such as the appointment of new directors, etc.)
- Amending your company’s constitution
- Updating ACRA if you change your company name, address or directors
- Scheduling and organising your company’s Annual General Meeting (AGM)
- Making sure your AGM takes place less than three months after your company’s Financial Year End (FYE)
- Filing an Annual Return (AR) with ACRA within 30 days of your AGM
Penalties if your secretary does not perform their duties
As the compliance and reporting requirements for a corporate secretary are enshrined in Singapore law, failing to adhere to them is a breach of the country’s law, and this can be costly. If your company secretary is not up to scratch and violates Singapore’s Company Act, regulators can remove them, fine them or even prosecute them. This means it's very important to appoint someone whom you trust.
Changing your secretary
If you would like to change your company secretary, try to avoid doing so at a time of year when you have filing deadlines to meet and AGMs to hold. Through no fault of your own, you could end up missing deadlines and incurring penalties.
Once you’ve sidestepped that potential banana skin, switching your corporate secretary is a simple process. You ask your existing corporate secretary to sign a resignation letter, and you send a resolution to ACRA indicating your directors have approved the resignation. This process is often managed by the new corporate secretary, who must also inform ACRA of their appointment.
Are you thinking of switching your corporate secretarial services? If you are and you’d like to speak with a member of our experienced team, contact us to find a time that works for you.