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:
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.
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.
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.