Corporate Secretarial

Corporate secretarial services in Singapore differ from business to business to some extent. However, some of functions of corporate secretarial services include:

• Coordinating the company’s formal decision-making during board meetings. This also includes creating meeting agendas with the stakeholders, attending meetings, taking meeting minutes, and maintaining minute reports for future reference.
• Ensuring correct procedures are followed in general meetings, taking minutes, and maintaining minute books. Also includes sharing all necessary paperwork with stakeholders for a smooth general meeting.
• Ensuring statutory compliance and updating ACRA promptly in case of any change in company details such as director details, his/her name or address, any changes in appointments, issuing of shares, or alteration in the company constitution. The corporate services also include updating ACRA regarding annual returns or other statutory filings.
• Distributing annual report and interim financial statements.
• Maintaining statutory registers, minutes books, and business records.
• Reviewing developments in corporate governance and informing directors about their legal responsibilities and duties to ensure compliance under local Singapore laws.
• Ensuring smooth communication among shareholders and answering all their legal queries.
• Notifying directors and other shareholders about filing deadlines and annual report filing with ACRA well ahead of time.
• Advising and preparing company announcements on the Singapore Stock Exchange if applicable.
• In case a business is shutting down, providing services to deregister the company, liquidation or winding up of the company, or striking off a company.

Singapore Company Law mandates each incorporated company to appoint a secretary within 6 months of its incorporation. Similarly, an already incorporated company must ensure that the position of the corporate secretary is not left vacant for more than 6 months. Failure to appoint a company secretary within this time period or if the position remains vacant for more that 6 months can result in a penalty of up to S$1,000 to the directors.

A company’s board or directors appoint its company secretary. Since a company secretary is responsible for administration and its statutory compliance, it is crucial that a responsible and qualified person be chosen for this task who has detailed knowledge about the duties asked of them and is well versed with the changing landscape of company laws and regulations in Singapore and internally to ensure effective compliance.

Alternatively, companies can also outsource corporate secretarial duties to ensure better governance and expert administration.

A Singapore corporate secretary’s main roles include:

• To inform all shareholders and directors about their legal obligations.
• To intimate shareholders and directors about the date of ACRA filings and to ensure timely filing and compliance.
• To maintain the company's minute books and registers and to make necessary alterations when required.
• Attend company minutes and ensure smooth communication among shareholders and directors.
• Keep the directors and shareholders up to date about any changes in corporate statutory regulations.
• To carry out other duties as intimated by the company’s directors and board.

According to the Singapore Companies Act, a corporate secretary of a private company must meet the following requirements:

• The corporate secretary must be an ordinary resident of Singapore meaning that he/she can be a Singapore citizen, a permanent resident of Singapore, or an EntrePass holder. A person who has an employment pass with local residence in Singapore can also be considered an ordinary resident by the Singapore Government.
• The corporate secretary’s residence must be in Singapore irrespective of whether it is a local or foreign-owned business.
• They must have in-depth knowledge of Singapore company laws and should have adequate knowledge about company regulations and compliance.

For a public company secretary, he/she must meet at least one of the following additional criteria in addition to all the criteria of a private corporate secretary.

• In the last 5 years, he/she must have served at least 3 of those 5 years as a corporate secretary of a company.
• He/she is a registered public accountant.
• Is a qualified person under the Legal Profession Act.
• Is a member of any of the following:
  • The Institute of Certified Public Accountants of Singapore
  • The Singapore Association of the Institute of Chartered Secretaries and Administrators.
  • The Association of International Accountants.
  • The Institute of Company Accountants, Singapore.

According to the Singapore Companies Act, the sole director of a company cannot serve as a company secretary. The company directors or board members may choose a company secretary through voting. Once a secretary has been appointed in this manner, the person will have to sign a consent form which indicates his/her willingness to act as the secretary. The company will also have to file an appointment with the ACRA to finalize the appointment of the company secretary.

If a company wishes to remove a corporate secretary, it may require the company secretary to render his resignation. When the resignation is received, the board members accept the resignation by passing a board resolution and removing the company secretary from his appointment.

If, however, the company secretary refuses to comply and does not put forward his resignation, the company’s board members may forcibly remove the secretary through a board resolution. Once the board resolution has been passed and the company secretary removed, the company must update its information with the ACRA.

In both cases, the company has to file a cessation of the company secretary with the ACRA within 14 days of the passing of the resolution.