Singapore, as a highly sought-after business hub, is renowned for its clear regulations and business-friendly environment, which attracts an increasing number of individuals looking to start their new ventures in the country.
However, in Singapore, if you wish to operate a company, you must comply with a series of regulations and compliance requirements. One of these is the appointment of a qualified company secretary, which is a statutory requirement established by the Accounting and Corporate Regulatory Authority (ACRA).
Many people may still perceive the role of a secretary as merely handling documents, scheduling appointments, and managing trivial tasks, thinking that a secretary does not bear significant responsibilities. However, you might be mistaken! In Singapore, the role of a secretary is far from that simple.
So, what exactly are company secretarial services in Singapore? What do these services encompass? What qualifications are required to serve as a company secretary? In the following series of articles, I will provide a detailed explanation to give everyone a clearer and more comprehensive understanding of company secretarial services in Singapore!
I Accounting and Corporate Regulatory Authority (ACRA) of Singapore
The Accounting and Corporate Regulatory Authority (ACRA) is a statutory body under the Ministry of Finance in Singapore and serves as the national regulator for business entities, public accountants, and corporate service providers in Singapore. It was established on April 1, 2004.
ACRA mandates that every company must appoint a company secretary within six months of its incorporation. The vacancy for this position must not exceed six months; otherwise, directors may face a fine of up to S$1,000.
According to Section 88 of the Companies Act (Amendment) 2014, every company in Singapore must appoint one or more company secretaries. The company secretary will be primarily responsible for ensuring that the company fulfills its administrative and reporting obligations as mandated by law. They must also ensure that all directors and shareholders are aware of their legal responsibilities, such as submitting annual returns.
For more information about the Accounting and Corporate Regulatory Authority, you can visit ACRA's official website:https://www.acra.gov.sg/
II Qualification Requirements for Company Secretaries
A company secretary must be able to make efficient and fair decisions in a rapidly changing business environment, which requires them to be fully knowledgeable about the latest regulations relevant to the company.
According to Section 171(1AA) of the Companies Act, which primarily addresses company secretaries, the guidelines for appointing a company secretary state that the individual must possess at least one of the following qualifications:
1 At least 3 years of experience as a company secretary within the 5 years preceding their appointment.
2 Qualified individuals as defined under the Legal Profession Act (Chapter 161).
3 Public accountants.
4 Members of the Singapore Chartered Accountants Association (formerly known as the Singapore Society of Accountants).
5 Members of the Singapore Association of Chartered Secretaries and Administrators.
6 Members of the Association of International Accountants (Singapore Branch).
7 Members of the Singapore Institute of Company Accountants.
Additionally, for listed companies, the Accounting and Corporate Regulatory Authority (ACRA) defines a company secretary as a professional registered officer or an individual who is qualified and capable of meeting the requirements.
For private companies, any Singapore citizen or permanent resident who is a long-term resident in Singapore is eligible to be appointed as a company secretary. This includes Singapore citizens, permanent residents, and holders of business entry permits.
A company secretary cannot be the sole director of the company; local company directors can only serve as company secretary if the number of directors in the company exceeds one.
III Importance of Company Secretaries
Appointing a company secretary is a crucial step in establishing a company in Singapore.
Section 401(2A) of the Companies Act stipulates that companies must submit accurate and timely company and financial information to ACRA, which must be made publicly available in ACRA's register.
The public can rely on this information to assess the company's business status and personnel, enabling them to make informed business decisions. Other government agencies can also depend on the records in ACRA while fulfilling their regulatory functions.
The company secretary is responsible for ensuring that financial statements and related documents are submitted to ACRA on time. If a director or company secretary fails to submit any documents within three months after the deadline set by the Companies Act, ACRA has the authority to issue a prohibition order.
Anyone who submits false information to ACRA or authorizes another person to submit false information may face a fine of up to S$50,000 and imprisonment for up to two years upon conviction.
Disqualified directors or company secretaries cannot be appointed as new secretaries or directors, and violations may result in fines and damage to both personal and corporate reputations.
The provisions of the Companies Act undoubtedly affirm the importance of the company secretary, signifying that the company secretary can be regarded as a guardian of the company in Singapore, playing a crucial role in its operations.
1 Company Secretary is a Legal Requirement
The appointment of a company secretary is mandatory under Singapore law. According to the Companies Act, every local company must appoint at least one secretary for its business operations.
2 Company Secretary Ensures Regulatory Compliance
The company secretary ensures that the company’s operations consistently adhere to the annual requirements set by Singapore authorities, such as ACRA and IRAS. For instance, when convening annual general meetings for a larger number of shareholders or submitting reports with more transactions, precise documentation is required. Therefore, appointing one or more secretaries is crucial for large organizations to avoid unnecessary mistakes during their operations.
3 Need for a Company Secretary to Maintain Government Relations
The company secretary regularly interacts with government agencies in a stable and transparent manner. Thus, the secretary serves as a vital communication link between the business and the Singapore government. For the same reason, the company secretary can keep the company informed about the latest laws, regulations, and benefit programs from the government. Additionally, the company secretary plays a crucial role in facilitating communication between directors and shareholders.
IV Responsibilities of the Company Secretary
The scope of work for company secretaries in Singapore is very broad, ranging from reporting and updating the company’s information to the Accounting and Corporate Regulatory Authority (ACRA) to preparing the agenda for the Annual General Meeting (AGM).
The following are various categories of typical responsibilities for company secretaries:
1 Updating and Reporting Information to ACRA
1）Updating personal details of company directors
2）Filing annual returns for the company
3）Amending the company's constitution
4）Changing the company name
5）Providing services for any transactions related to ACRA
2 Maintenance and Custody of Statutory Registers
1）Monitoring the register of shareholders/directors and changes in shareholder status
2）Distributing shares
3 Assisting in Company Resolutions and Shareholder Meetings
1）Distributing the company’s financial statements
2）Preparing the meeting agenda
3）Attending meetings and preparing minutes
4）Maintaining meeting records
5）Filing signed board resolutions
5 Other Services
1）Monitoring daily secretarial filings and statutory deadlines.
2）Company deregistration.
3）Overseeing matters related to establishing overseas operations in accordance with appropriate procedures and laws.
4）Providing general advice on company affairs.
5）Carrying out fiduciary responsibilities similar to those of company directors.
The company secretary in Singapore plays an extremely important and critical role in company affairs. This is not only true when it comes to overseeing compliance but also in reporting to the company, directors, and shareholders.
The company secretary in Singapore, while undertaking a broad range of responsibilities, also plays multiple important roles both within and outside the company. Therefore, choosing to collaborate with an experienced local partner in Singapore not only helps you stay ahead in compliance but also assists your business in achieving success!
