Corporate secretary in Singapore. Role and responsibilities.

In accordance with the Singapore Company Act, each company in Singapore must appoint a corporate secretary within 6 months from the date of incorporation (ACRA). If after 6 months the secretary position will be still empty, the Company will be facing penalty up to $1000.

DIA / Digital Advice will provide you with a trustworthy person for the position of corporate secretary in Singapore.

Sole Proprietorship and Partnership can work without a secretary, but for Companies, it is mandatory to have one.  

The sole director and secretary cannot be the same person. As well shareholders cannot act as a secretary. But if in the company appear more than one director, one local director can act as a corporate secretary.

Public companies must appoint a professionally qualified secretary like chartered secretaries, lawyers, or professional accountants with a minimum of 3 years experience in the secretary position in Private Companies. But for Private Limited Companies requirements are lower. But still, they need to know their job.

A corporate secretary in Singapore must be a qualified person and has to satisfy at least one of these criteria’s:

• Member of the Singapore Association of the Institute of Chartered Secretaries and Administrators.
• Member of the Association of International Accountants (Singapore Branch)
• Member of the Institute of Certified Public Accountants of Singapore
• Member of the Institute of Singapore Institute of Corporate Accountants
• Public accountant registered under an Accountant Act
• Qualified under the Legal Profession Act

The corporate secretary must be a Singapore Citizen, Permanent Resident or must have an Employment Pass / Dependent Pass / Entre Pass.

The Role of a corporate secretary in Singapore

A corporate secretary in Singapore in fact in charge of all administrative work. Mostly it’s about communication between directors, shareholders, ACRA, and all paperwork of the company.

Secretary arranging all meetings of the company and preparing agendas, filing all forms and books of the company, and taking care of compliance with the law.

For the secretary, it is possible to act as a lawyer, human resources manager, or accountant. But in this case, the person needs to be qualified and all additional responsibilities have to be stated in the contract.

Another important role of the corporate secretary in Singapore is certifying documents. For the bank account opening, you will need to provide for the bank certified copies of documents. Only the secretary can certify it.

Responsibilities of the corporate secretary in Singapore.

We will explain to you what exactly a corporate secretary in Singapore required to do on his or her position:

1. Arranging and coordinating Board Meetings. Secretary will attend and take notes of all conversations following by filling up the minute books and certify it.
2. Arranging Annual General Meetings in compliance with the Companies Act.
3. Protecting the company’s interests
4. Acting as a channel of communication between directors and shareholders.
5. Ensure that all letters, documents and notices registered and have a number, corporate letter heading with the entity number and seal. Keeping it safe and available.
6. Maintaining statutory registers and books.
7. Updating ACRA on all corporate activities like:
   1. Changes in company positions or residential addresses.
   2. Appointment, designations, deaths.
   3. Annual returns.
   4. Change of a company name.
   5. Revocation, alteration or adoption of the constitution.
   6. Issuing shares.
8. Preparation of the directors’ report.
9. Share registration. Attending all queries and requests from shareholders.
10. Issuing documentation about capitalization issues.
11. In charge of dividends and interest payments.
12. Insurance coverage for the company, shareholders and employees.
13. Implementation of changes in the structure of the corporate’s share and loan capital.
14. Assisting directors in ensuring that the company meets all its regulatory obligations.