More than just the stereotypical images of office ladies helping with paperwork and getting coffee, company secretaries exist in all business settings across all industries and serve important functions.
In Singapore, the role of the company secretary is set out in the Companies Act 1967. According to ARCA, businesses incorporated as a company must appoint a Singapore-resident company secretary within 6 months of its incorporation.
Read Also: Step-By-Step Guide To Registering Your New Business In Singapore
Types Of Businesses That Need To Appoint A Company Secretary
The appointment of a company secretary is only required if your business is incorporated in Singapore as one of the 7 types of company structures:
- Exempt Private Company
- Unlimited Exempt Private Company
- Private Company Limited By Shares
- Unlimited Private Company
- Public Company Limited By Shares
- Public Company Limited By Guarantee
- Unlimited Public Company
Companies must appoint a company secretary within 6 months from the date of incorporation. If the role is left vacant for more than 6 months, the company directors may face a penalty of up to $1,000.
If your business is incorporated as a sole-proprietorship, partnership, limited partnership or limited liability partnership, there is no legal requirement to appoint a company secretary.
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The Role Of A Company Secretary
According to ARCA, a company secretary is responsible for the administration of the company and required to ensure that all the directors and shareholders are informed of their statutory obligations such as the filing of annual returns.
Depending on the companies’ needs, the company secretary may be responsible for:
- Maintaining and updating the company’s registers and minutes books.
- Administering, attending and preparing minutes of meetings of directors and shareholders.
- Keeping company directors aware of the deadlines for annual returns and any other filings required by ACRA.
- Updating directors and shareholders on relevant changes in corporate regulations.
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A Company Secretary Can Be One Of The Directors But Not The Sole Director
In small companies, directors often take on multiple roles. However, the role of the company secretary has specific requirements.
The company secretary must be a natural person (i.e. not a legal entity or company) and residing in Singapore as their principal residence. They must also not be debarred under section 155B of the Companies Act from acting as a secretary of a company.
If the company only has one director, the sole director cannot be the company secretary. He or she must appoint another person to take on the role of the company secretary. However, if the company has more than one directors, one of the directors can be appointed as the company secretary.
Private limited companies do not have to appoint a professionally qualified secretary, but public companies must appoint a professional qualified secretary (e.g., lawyers, accountants and chartered secretaries).
Read Also: What Is Your Responsibility As A Company Director In Singapore?
Engaging External Corporate Secretarial Services Is An Option
While it is possible to appoint one of the directors as the company secretary or hire a secretary, it may be helpful to engage external corporate secretarial services in some cases.
For example, if your company is small but you are the sole director or do not have a director who is able to take on the role of company, it may not make sense to hire a full-time company secretary. Instead, external corporate secretarial services may be sufficient to help you with the annual returns and filings required by ARCA and to administer any paperwork required.
Depending on the corporate secretarial service provider, these services may also be more comprehensive than hiring a single company secretary or doing it yourself. The corporate secretarial service provider may be able to offer you additional advice due to their familiarity with the legal administration of a company and bundle services such as accounting and legal advice in the same package.
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