In Singapore, each company must appoint a corporate secretary within six months of its creation. This is because the corporate secretary or company secretary is one of the most important roles in a company. Therefore, this is a guide on what are the roles and responsibilities of a company secretary, and what are the criteria for naming a person.
The company secretary is the chief administrative officer, responsible for ensuring that the company complies with all relevant legal and regulatory requirements. This includes submitting annual reports and recording and submitting board resolutions.
What are the key responsibilities of a company secretary?
In the event that a company fails to comply with its legal obligations, while the company directors hold the ultimate responsibility, the company secretary can also be held liable. This is because the Singapore Companies Act recognises the dependence of company directors on the company secretary for guidance on statutory compliance issues.
The job scope of a company secretary can be extremely wide, and the responsibilities that they undertake can vary from company to company. Below is a non-exhaustive list of duties that company secretaries might typically take on.
responsibilities of a company secretary
Preparation of board meetings and AGMs
Distributing company’s financial reports
Attendance and taking of meeting minutes
Preparation of meeting agenda
Preparation of director’s resolutions
The overseeing of voting process in a proper and democratic manner
Preparation and distribution of financial reports
Updating and filing with ACRA
Appointment, resignation, or death of company officers
Update of particulars of directors and secretary
Filing of Annual Returns
Amendments to the company constitution
Share allotments or share transfers
Changes in company name, registered address etc.
Maintenance and upkeep of statutory registers
Filing of signed Board Resolutions
Maintenance of minutes books (AGMs and EGMs)
Issue of shares
Maintaining registers of shares, controllers, debenture holders etc.
Distribution of Annual Report and company accounts
Miscellaneous services
Filing of signed Board Resolutions
Maintenance of minutes books (AGMs and EGMs)
Issue of shares
Maintaining registers of shares, controllers, debenture holders etc.
Distribution of Annual Report and company accounts
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