When a business is incorporated under the Singapore Companies Act, the company is required to engage a company secretary within six months. This is mandatory even for companies that have one director or shareholder. The role of corporate secretary is critical according to the national company law, and the pertinent duties can be only performed by individuals with relevant academic qualifications and experience. Here is a brief description of the primary duties of company secretary in Singapore.
Statutory Registers and Forms
The company secretary is obligated to maintain the statutory registers and ensure that they are in order as required by the law. These registers include the register of debenture holders, register of substantial shareholders, register of charges and register of members. The secretarial position holder is also charged with the duty to file statutory forms and returns such as resignation notice forms from directors and annual returns with the Registrar as well as facilitate shareholder to company communication.
The responsibility of sending out notices on upcoming meetings to members and shareholders falls on the corporate secretary. By association, this individual must also prepare the agenda for the pertinent meet and organize for other linked details. During the meetings, the company secretary must always prepare accurate meetings which are part of official company records. These documents are mandatory as per the law.
There are rules and regulations set out in the Constitution of the Company. This document is designed to regulate the company’s activities and ensure that the execution of business is legal. The company secretary must make certain that the directors and the company adhere to the outlined details. The holder of the position should ensure that the business is in compliance with the Memorandum of Association and the Article of Association as well as any other relevant legal bindings. In addition, the secretary should know the requirements of the Companies Act and make certain that the guidelines are upheld.
The company law has specific provisions with regard to the accounts of all businesses that are incorporated under its authority. The corporate secretary must prepare the applicable accounts as required. After this, they must be filed with the Registrar. Additionally, the secretarial role encompasses the documentation of the company transactions, particularly those related to acquisition as well as disposal.
Identity, Seal and Insurance
The company secretary should always ensure that the official correspondence in the company have the official entity number and the correct company name. This professional must ensure that the company seal is used on the official documents as required and protect it from irresponsible usage. This asset must always remain in the safe custody of the corporate secretary. Additionally, the secretary must ensure that there is insurance cover for the office, directors, staff and officers.
There are additional secretarial responsibilities that can arise depending on the circumstances in the company. The professional will be involved in change of company name, amendment of the company constitution, increasing and decreasing share capital as well as appointing a new director. Furthermore the company secretary must discharge other responsibilities outlined in the employment contract provided during appointment.
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