From 2019, the Singapore Accounting and Corporate Regulatory Authority (ACRA) has a new policy. If a company secretary needs to login to the ACRA to submit documents or make changes, only the company’s secretary can access the ACRA’s system. So, if you’re coming to Singapore to register a company, the company needs at least one resident who lives in Singapore as the company’s legal secretary.
The Company is responsible of appointing a company secretary, and required to ensure that qualified persons are selected as the corporate secretary of the company.
Section 401(2A) of Companies Act
Companies must submit business and financial information to ACRA. Such information must be submitted truthfully and promptly and made public on the ACRA register. The public can rely on this information to view the company’s business status and people in place to make appropriate business decisions. Other government agencies may also rely on records in the ACRA for regulatory functions.
Under section 401 (2A) of the Companies Act, anyone who submits false information to the ACRA or authorizes another person to submit false information is punishable by a fine of up to S$50,000 and imprisonment for up to two years upon conviction.
So, you need an experienced company secretary, usually with a professional secretarial service company that provides company secretarial services to Singapore companies.
Hire and appoint company secretary
Singapore Accounting and Corporate Regulatory Authority (ACRA) requires each company to hire and appoint a company secretary within six months of its establishment. This means that the position of company secretary cannot be vacant for more than 6 months. The secretary needs to ensure that the company fulfils its responsibilities and obligations as prescribed by law.
Requirements for a company secretary
Under Section 88 of the Companies Act 2014 (Amendment), every company in Singapore must appoint one or more company secretaries. It is important to note section 1, which states that the company secretary must reside in Singapore for a long time. This includes Singaporean citizens, permanent residents and business entry permit holders.
Section 1 (A) also states that a company secretary must have the necessary knowledge and experience to complete the task.
For listed companies: ACRA defines a company secretary as a professional registered filer or a qualified person and able to meet the requirements.
For private companies: Any Singaporean citizen or permanent resident who has been resident in Singapore for a long time is eligible to be appointed company secretary.
The Companies Act, Section 171 (1AA), dictates that a company secretary of a public company in Singapore must be suitably qualified, and has to satisfy at least one of these criteria:
- has been a company secretary of a company for at least three of the five years immediately before his appointment as company secretary of the public company
- a qualified person under the Legal Profession Act (Cap. 161)
- a public accountant registered under the Accountants Act (Cap. 2)
- a member of the Institute of Certified Public Accountants of Singapore
- a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators
- a member of the Association of International Accountants (Singapore Branch)
- a member of the Institute of Company Accountants, Singapore
A company secretary must be able to make efficient and fair decisions in a rapidly changing business environment, and he/she must be fully informed of the latest company-related regulations.
The obligation of the company secretary
The company secretary is responsible for reporting and updating the company’s information on ACRA to preparing the agenda for the Annual General Meeting of Shareholders (AGM). The following are the various categories of typical responsibilities of a company secretary:
- Update and file information with ACRA
- Update the personal data of company directors
- Declare the company’s annual return
- Amend the company constitution
- Change the company name
- Maintenance and custody of the statutory register
- Monitor the shareholder/director register and shareholder movements
- Distribute shares
- Assist in the convening of corporate affairs resolutions and general meetings of shareholders
- Distribute the company’s financial statements
- Prepare the agenda for the meeting
- Maintain the record of the meeting
- Declare a board resolution that has been signed for approval
- Other services
- Monitoring of Routine Secretarial Filing and Statutory Deadlines
- Striking off of Company
- General Advisory on Corporate matters
The role of the company secretary
Because of the wide range of work and responsibilities required by company secretary, company secretary often plays multiple roles within the company. Here are some of the roles that a company secretary needs to play.
- Company consultant
Because of the company secretary’s extensive knowledge of the legal and compliance framework and internal governance, company secretary is often asked for their advice. They often communicate with company directors and shareholders, providing them with key information about the company to develop strategies or complement the decision-making process. The advice provided by the company secretary ensures that the company conducts its business in accordance with the legal and compliance framework.
- Company Trust
Although only a few people may know but still matter, the role of the company secretary is the trust of the company. Since the company secretary plays the role of trust, he/she must sincerely take the best interests of the company as the starting point and avoid or disclose any conflict of interests that may arise. Just like other company members, company secretary must work in accordance with the Companies Act and the Company Constitution.