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The Roles and Responsibility of a Company Secretary in Singapore

Although all kinds of secretaries are essential to the running of a registered company, the company secretary is an entirely different breed. He is vital to the existence and growth of the entity even though he has the least amount of liability towards the company. As stipulated by ACRA, every company must appoint the secretary inside of six months after incorporation to be the primary officer to handle various administrative and reporting duties to ensure the business adheres to statutory requirements. ACRA regulates business entities and public accountants nationwide and mandates every company to appoint the corporate secretary. The appointee must reside in Singapore and must not be the sole owner of the enterprise.

Key Roles of a Company Secretary

These functions can be categorized into three broad groups depending on who the secretary answers to:

  • To the company: ensures all statutory obligations of the company are met and the business interests of the entity are protected, the company practices good corporate governance and he is regularly present at the registered offices of the enterprise.
  • To directors of the company: he advises the directors and supports them as needed. Shares information and can contribute during board meetings.
  • To shareholders: the secretary makes regular communications with company shareholders to protect their interests and disseminate financial statements. This prepares the shareholders to partake in decision making during the Annual General Meetings of the company.

These roles can also be categorized as per their nature that is administrative, advisory and fiduciary:
Administrative Role

This is the major role the company secretary plays in any company. His is where they contribute mostly, and the duties include handling any ACRA related work to make the company compliant with the law and deadlines for filing annual returns.
He also prepares and maintains meeting agendas and meeting minutes for both the AGMs and EGMs. He is responsible for managing the company shares like share issues, transfers and share register maintenance.

He is the backbone of all administrative work and compliance for the company. All requirements set by ACRA are met in time to allow the directors to focus on giving direction to the business.

Advisory Role

The company relies on the corporate secretary for advice given their extensive legal knowledge in compliance realm and internal governance of companies. They regularly communicate with directors and shareholders to provide key information for strategy formulation and helps in decision making.

They identify non-compliance within the company and helps the directors to rectify whatever inconsistencies exist with the policies. This regular advice ensures the company is always aligned with the legal requirements and complies with all regulations within Singapore and even overseas for a multinational company with operations spanning several legal environments.

Fiduciary Role

The fiduciary role of the secretary is little known but critical to the company. His is always to act in the company’s best interest in good faith while avoiding every conflict of interest. They are subject to both the Companies Act and the Constitution of the company.

Core Duties of can be summarized as follows:

  • Ensuring statutory compliances like timely filing annual returns, maintenance of registers, managing share issues and transfers, issuing notices of removal or auditors, amending the MAA, changing the registered company address among other ACRA regulations.
  • Organizing board meetings and facilitating the formal decision-making process of the company.
  • Arranges for both the AGM and EGM to comply with the Companies Act and the constitution of the company.
  • Ensures the company and directors comply with the Memorandum & Articles of Association at all times.
  • Handles all matters affecting shares, shareholders, and queries from shareholders.
  • Is a channel of communication and assists the company implements good corporate governance in line with regulations.
  • Makes sure all amalgamations, acquisitions, mergers and restructuring are in the best interest of the company.
  • He oversees the establishment of overseas operations in line with regulations and laws of that country.

Benefits of a corporate secretary

To carry out these duties, the individual needs a thorough knowledge of legal procedures, business administration, financial and accounting practices in Singapore. When a company finds the person who is proficient in all the above, the running of the company can be easy.

  • The corporate secretary helps the company avoid penalties for late filing of returns.
  • The company through the directors and shareholders can make informed decisions based on the advice of the secretary who has the best interest of the company.
  • All legal advice the company needs are available in house as long as the individual is competent enough.

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How Knowing Accounting Will Allow Business Owner to be a Better Decision Maker

Accounting is a subject which is an integral part of any business, and rarely can we talk about one term while completely ruling out the other. People establish businesses for the intentions of accruing benefits, and that is only possible if financial numbers of the production costs and output costs are placed on a favorable balance. Regardless of the quality of leadership that a business owner uses to manage a firm, the final financial reputation of a firm is ever dependent on how accurate the accounting books are kept. Businesses need capital outlay to be operational – the raw materials, human resource, and capital that is used to turn the raw materials into products which can then find their way to the market at a profit – all these are only possible if accounting records allow for their implementation. Accounting serves the role of creating financial checks and balances so that a business gets to be aware of its financial outlook.

Accounting helps business owners to come up with better marketing models that can be used to run a firm

Most business environments have a lot of complexities. For instance, government tax structures are ever dynamic, the consumer behaviors may at times be unpredictable, and the market prices for products can sometimes go against expectations. Proper accounting ensures that market fluctuations are ever given consideration anytime a budget is prepared. That ensures that the right quantities of raw materials are sourced at the right price for the intentions of avoiding under/overstocking of inventories. Low or excess inventories would otherwise make a firm’s performance not to be at par with the optimal conditions in the current or future markets. By going over a business’ accounting books, it will then be possible to make efficient decision-making regarding the marketing model a business should follow to stay dominant in the consumer market and turn profit margins for the better.

Businesses must pass financial integrity checks at all times

There are many fraudulent threats that businesses are ever exposed to. Employees’ insider jobs can create leaks which can see lots of funds running away from business’ accounts. Financial audits are a must to keep track how a firm’s finance resources are being utilized. Through proper audits; it is possible to establish the entire finance history of a firm, and also check if business’ resources were allocated their intended functions. Meanwhile, many businesses do spend a vast amount of their finance resources to hire auditors to run through their accounting books. However, the costs can be cut if a business owner has even the basic knowledge of how to apply accounting. A business owner will find it simple to keep track of any financial records that a business engages in, and this makes it possible to block the patches which can create financial leakages.

The best way to talk to investors is by speaking in accounting terms

Business stakeholders are the group of people who are most interested in how a firm’s performance can be measured to the current and expected future trends. Expressing business performance is a situation which often relies on numbers rather than words. It gets easy to establish business’ performance numbers if the manager or owner knows the right accounting details. Preparing balance sheets, annual profit returns, tax statements, input costs, and output costs are some of the things that are extensively advocated for in any accounting practice. Detailed accounting knowledge, therefore, gives owners easy time in business meetings since it becomes easy to convey only information that is of interest to the audience.

Conclusion

Numerous software applications in the market can enable businesses to redefine their accounting structure. The benefit of the applications is that there need a little training to understand their functionality, and again, the accuracy they offer is much higher if compared to situations when financial balancing is placed in the hands of individuals. Any business, regardless of its size, surely needs some accounting expertise since the benefits at hand are many. Business owners who have established regular accounting scrutiny to their firm’s accounts rarely meet embarrassing situations like running into troubles with tax authorities. A prominent feature of many successful firms is that they can account for every finance statement in their accounting books. Through the approach, integrity gets to feature throughout all business’ operations, and that is a situation many managers and business owners only dream of.