You might be wondering, what is a corporate secretary? In Singapore’s corporate landscape, the corporate secretary’s role is indispensable for ensuring robust corporate governance and compliance with statutory requirements. A corporate secretary serves as a crucial link between the board of directors and regulatory authorities, ensuring that the company operates within the legal framework and adheres to best practices in corporate governance.

In this article, we will explore the legal requirements and qualifications necessary for the role of corporate secretary in Singapore and examine its key responsibilities, including statutory compliance, meeting administration, and advisory roles.

Who Can Be a Company Secretary in Singapore

Stringent legal requirements define who can be a company secretary in Singapore. Under the Companies Act, every company must appoint a corporate secretary within six months of its incorporation. 

In Singapore, the role of a company secretary is crucial, and certain qualifications must be met to hold this position. According to the Companies Act, a company secretary must be a natural person ordinarily resident in Singapore. They must also have the necessary knowledge and experience to discharge the functions of a company secretary. Additionally, the individual must not be disqualified under any law in Singapore from acting as a secretary or from being appointed or holding office as a secretary of a company.

In this article, we will explore what a corporate secretary does, how to appoint company secretary in acra, the benefits, how to change the company secretary and more to help you understand the need for this position in company. 

What does a corporate secretary do? 

One of the primary responsibilities of a corporate secretary is to ensure statutory compliance. This includes maintaining the company’s statutory registers and records, which encompass the register of members, directors, secretaries, and charges. The corporate secretary also plays a pivotal role in organising and administering board and general meetings. This involves preparing and distributing meeting agendas, ensuring proper documentation of minutes, and managing the logistics of these meetings to facilitate smooth operations.

Filing and documentation are also critical aspects of the corporate secretary’s duties. The corporate secretary is responsible for filing annual returns and other necessary documents with ACRA, ensuring that all filings are accurate and submitted within the stipulated deadlines. This meticulous attention to detail helps the company avoid penalties and maintain good standing with regulatory authorities.

Beyond administrative tasks, the corporate secretary is an advisor to the board of directors on corporate governance matters. This advisory role includes guiding the board on their legal responsibilities, ensuring compliance with corporate governance codes, and assisting in the implementation of corporate policies. By providing this strategic counsel, the corporate secretary helps the board navigate complex legal and regulatory landscapes, enhancing the company’s governance framework.

How to Appoint a Company Secretary in ACRA

Before understanding how to appoint a company secretary, it is essential to consider specific criteria outlined in Section 171. The appointed individual must be a natural person and a resident of Singapore. 

This means they must permanently reside within the Republic of Singapore and can include Singapore citizens, Permanent Residents, and holders of the Entrepreneur Pass (Singapore EntrePass). Private companies can appoint any qualified individual with a SingPass and Singapore residency. However, if a company has only one shareholder or director, that individual cannot also serve as the company secretary.

The appointment process involves a resolution passed by the directors, but individuals with debarment orders issued by the Registrar cannot be appointed. Furthermore, the position of company secretary must not remain vacant for more than six months at a time.

Eligibility requirements for a company secretary in Singapore include being conversant with Singapore company laws and regulations, being a registered filing agent or a qualified individual, and having at least three to five years of experience for a secretary role in a public company. 

Additionally, the candidate must be a public accountant under the Accountants Act or meet the standards of the Legal Profession Act. They could also be members of a professional institute such as the Singapore Association of the Institute of Chartered Secretaries and Administrators, Certified Public Accountants of Singapore, the ICA (Institute of Company Accountants), or the Association of International Accountants. If you are unsure about the administrative duties of a company secretary before hiring, consider reading further on the misconceptions. 

How to Change Company Secretary

Changing a company secretary in Singapore involves a few steps to ensure compliance with legal requirements. Firstly, the company must convene a board meeting to approve the change and accept the resignation of the current company secretary. 

Subsequently, the company must file the necessary forms with ACRA to notify them of the change. Form 45B must be lodged within 14 days of the change, along with a copy of the board resolution approving the change and the consent to act as secretary from the new appointee. Once ACRA processes the notification, the company secretary’s change will be reflected in the company’s records.

 

Legal Obligations and Fiduciary Duties

Understanding the fiduciary duties of a corporate secretary is essential. These duties encompass ensuring ethical conduct, maintaining confidentiality, and acting in the best interests of the company at all times. Non-compliance with these duties can lead to significant legal liabilities and penalties, underscoring the importance of integrity and diligence in fulfilling the corporate secretary’s responsibilities.

Collaboration with Other Key Roles

Collaboration with other key roles within the company is another important facet of the corporate secretary’s job. This involves working closely with directors, shareholders, auditors, and legal advisors to ensure that all corporate activities comply with legal and regulatory requirements. 

The corporate secretary also coordinates with government authorities and regulatory bodies, facilitating effective communication and ensuring the company remains abreast of any changes in the regulatory environment.

Corporate Governance and Best Practices

Promoting good corporate governance practices is a fundamental aspect of the corporate secretary’s role. This involves implementing best practices for effective corporate secretarial functions, such as maintaining comprehensive records, ensuring timely disclosures, and fostering a culture of transparency and accountability within the organisation. Case studies of successful governance initiatives often highlight the critical role played by corporate secretaries in driving these efforts.

Benefits of Having a Corporate Secretary

A competent company secretary plays a pivotal role in maintaining transparent and compliant corporate practices, which builds investor confidence and enhances the company’s reputation. Additionally, the company secretary streamlines administrative processes, ensuring meticulous record-keeping and supporting management effectiveness. The following table highlights the key benefits of having a company secretary in an organisation:

 

Benefits of Having a Corporate Secretary	Reasons
Enhances corporate governance and compliance	A competent corporate secretary ensures that the company complies with all legal and regulatory requirements, including filing annual returns and maintaining statutory registers. This enhances corporate governance and builds trust with shareholders and stakeholders.
Builds investor confidence	By ensuring transparent and compliant corporate practices, the corporate secretary helps build investor confidence. This is crucial for attracting investment and maintaining a positive reputation in the market.
Improves the company’s reputation	A company with a strong corporate governance framework and a compliance history will likely have a positive industry reputation. This can lead to better business opportunities and partnerships.
Streamlines administrative processes	The corporate secretary organizes board meetings, prepares agendas, and keeps minutes. By efficiently managing these administrative tasks, the secretary allows the board to focus on strategic decision-making.
Ensures meticulous record-keeping	Keeping accurate records is essential for compliance and transparency. The corporate secretary maintains records of board meetings, resolutions, and other important documents, ensuring that the company’s actions are well-documented and traceable.
Contributes to organisational efficiency	The corporate secretary contributes to the organisation’s overall efficiency by handling administrative tasks and ensuring compliance. This allows other departments to focus on their core functions, improving productivity.
Supports management effectiveness	The corporate secretary provides valuable support to the board and senior management, offering advice on corporate governance matters and ensuring that decisions are made by the company’s constitution and relevant laws.

 

Challenges Faced by Corporate Secretaries

However, the role of a corporate secretary is not without its challenges. Keeping up with constantly changing regulations and compliance requirements can be daunting. The corporate secretary must balance multiple responsibilities and deadlines, often managing complex issues requiring a nuanced understanding of legal and corporate governance principles. Ethical dilemmas and conflicts of interest also pose significant challenges, requiring the corporate secretary to exercise sound judgment and uphold the highest standards of integrity.

 

Future Trends and Developments

Looking ahead, the role of the corporate secretary is set to evolve in response to emerging trends and developments. The digital transformation of corporate functions is already significantly impacting corporate secretarial duties, with technology enabling more efficient management of records and compliance processes. Additionally, the growing emphasis on corporate governance is likely to expand the strategic advisory role of corporate secretaries, positioning them as key contributors to the company’s long-term success.

The role of a corporate secretary in Singapore is multifaceted and critical to a company’s effective governance and compliance. From ensuring statutory compliance and managing administrative functions to advising the board on governance matters and promoting best practices, the corporate secretary plays an integral role in the company’s smooth operation and strategic management. As the corporate landscape continues to evolve, the importance of this role is only set to increase, underscoring the need for qualified and dedicated individuals to step into this vital position.

If you have just started your company and are in need of a corporate secretary, consider exploring our comprehensive services. We offer expert corporate secretarial support to ensure your business complies with all regulatory requirements and operates smoothly. Let us handle the administrative burdens so you can focus on growing your business.