Company Secretary

What is a Company Secretary?

A company must appoint a secretary within 6 months from its incorporation date. A company secretary must be:

1) A natural person;

2) Locally resident in Singapore.

The position of company secretary must not be left vacant for more than 6 months. The sole director of a company and the company secretary cannot be the same person.

Key Role of a Company Secretary

A Company Secretary is an official on the board of a company who ensures that the company meets all its regulatory obligations.

The main duties include:

  • Maintain the company statutory registers and records
  • Ensure that the company and the board of directors comply with the Memorandum & Articles of Association (MAA) at all times.
  • Arrange for shareholder and director meetings.
  • Lodge and file in time all necessary documents required by law.
  • Provide comprehensive legal and administrative support to the board.
  • Assist in the implementation of corporate strategies by ensuring that the board’s decisions are properly carried out and communicated.
  • Ensure that the company meets all its legal obligations.
  • Stay updated on relevant developments and changes in statutory and regulatory obligations.
  • Communicate adequately with shareholders.

ACRA mandates certain fiduciary duties for a company secretary (similar to the resident director):

  • Always act in the best interest of the company
  • Always avoid conflict of interests
  • Always carry out duties with reasonable care and diligence
  • Never make illegitimate profits from personal dealings for/with the company

Power of a Company Secretary

A company secretary in Singapore is vested with the power to authenticate documents or formal proceedings of the company. He or she may be required to execute official documents with a company director under the common seal.

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