The company secretaries function as the main compliance officers of a company. They assist in the company administration and keep the directors & shareholders informed about the statutory obligations. These include the annual filing of audited accounts to ACRA and the convening & holding of annual general meetings.
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The duties performed by a company secretary are corporate governance & statutory compliance related. These tasks do not belong to the core goals of the company. Still, the secretaries keep the company on the right side of the law. They liberate the decision-makers to concentrate on the company goals and thus, contribute to the success of the company.
Key Functions of a Singapore Company Secretary
Maintaining Statutory Registers
A secretary has to safe-keep & maintain the statutory registers of the company including,
- Registers of directors, members, secretaries
- Register of directors’ residential addresses
- Register of people with significant control
- Register of debenture holders
- Register of charges
- Minutes of general meetings & board meetings
Companies Registrar Filings
As per the law, a corporate secretary has to file certain details with the Registrar of Companies Singapore, i.e. ACRA (Accounting and Corporate Regulatory Authority) which includes,
- The companies incorporated in Singapore has to file their the annual return with ACRA
- The secretary has to file changes in the company officer, company address, allotment of shares, and special resolutions with ACRA
- Deal with a company's official correspondence
- Maintain the company's statutory records including statutory registers, minutes of AGM, etc.
- Make official records available for inspection
Meetings
A corporate secretary in Singapore has to plan and convey meetings of directors, shareholders, and committees. The task includes,
- Preparing agendas with consultation with the Chairman
- Preparing & circulating information to the directors on company finances, prospects, progress of plans & delivery, & important developments and members' resolutions paperwork
- Minutes of meetings
Company's Corporate Governance
A corporate secretary has to review & streamline in-house procedures & advise on the corporate governance practices. They also have to,
- Advise & assist directors in discharging their duties as per the Act
- Uphold the company’s Constitution
- Compliance with requirements under the Act
First Point of Contact
The secretaries act as the link between the company and shareholders. Since they are in contact with the board of the company, shareholders contact them for info. They have to,
- Deal with shareholders' queries, render payments of dividends, and circulate info about general meetings
- Take steps to induct non-executive directors, provide them with information and advise
Filing of Accounts
The company secretaries have to inform the directors of the due dates of filing. They have to work with internal & external advisers on,
- Preparation, distribution, and approval of the financial statements
- Filing the accounts with ACRA
Singapore Companies Act is not hard and fast about who can be the company secretary to a private company. However, it expects the company directors to appoint an experienced and knowledgeable person at the time OR within 6 months of company incorporation in Singapore. The appointee should know enough about the law and accounting to discharge the responsibilities of the job. Many small companies hire cheap but reliable firms offering Singapore company secretary services.