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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