Company secretaries in Singapore perform critical functions within a business establishment, such as staying on top of all statutory regulations and evolving tax laws, and liaising between shareholders and calculating shares and dividends of every stakeholder.

Core responsibilities of a company secretary in Singapore include:

  • Ensuring that the chairman and board members are discharging their responsibilities promptly in accordance to all applicable rules and regulations;
  • Monitoring amendments in relevant legislation and taking suitable actions, and ensuring that the company complies with all statutory obligations;
  • Liaising with key third parties, such as auditors, lawyers, tax advisers, bankers and shareholders with regard to board governance;
  • Keeping proper records and updates of incorporation papers, director’s resolutions, shareholder agreements and annual financial statements, as well as the various company registers,

all of which are compliance-related and any violations such as:

  • Section 175 – Failure to hold the Annual General Meeting within the stipulated timeframe
  • Section 197 – Failure to lodge the Annual Return of the company within the stipulated timeframe
  • Section 173A(1) – Failure to notify the Registrar of changes in the Register of directors, managers, secretaries and auditors
    • Section 173A(1) states that a company shall by notice furnish to the Registrar – within 14 days after a person becomes a director, chief executive officer, secretary or auditor; and within 14 days after any change (e.g resignation of directors or secretaries) in the appointment of any director, chief executive officer, secretary or auditor
    • Failure to comply with any of the above sections is an offence under section 173H(1) of the Act and every officer of the company who is in default shall each be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty
  • Section 145(1) – Requirement to have at least one ordinarily resident director in Singapore
    • Every company shall have at least one director who is ordinarily resident in Singapore and, where the company only has one member, that sole director may also be the sole member of the company
  • Section 144 – Failure to publish Company’s Name and Registration Number
    • Section 144(1) states that the name of a company shall appear in legible romanised letters on its seal; and all business letters, statements of account, invoices, official notices, publications, bills of exchange, promissory notes, endorsements, cheques, orders, receipts and letters of credit of or purporting to be issued or signed by or on behalf of the company
    • Section 144(1A) states that the registration number of a company shall appear in a legible form on all business letters, statements of account, invoices, official notices and publications of or purporting to be issued or signed by or on behalf of the company
  • Section 142(1) – Failure of a company to have a Registered office address
    • A company shall as from the date of its incorporation have a registered office within Singapore to which all communications and notices may be addressed and which shall be open and accessible to the public for not less than 3 hours during ordinary business hours on each day, Saturdays, weekly and public holidays excepted. Failure to do so is an offence under section 142(2) of the Act
  • Section 143(1) – Failure to notify the Registrar of any change in the situation of the registered office address and office hours
    • A company is required to lodge a notice in the prescribed form within 14 days after any change in the situation of the registered office, the days and hours during which it is open and accessible to the public, with the Registrar. Failure to do so is an offence under section 143 (2) of the Act

which can lead to fines or other penalties by authorities such as ACRA and IRAS.

(Source: ACRA Singapore)

Singapore Company Secretarial Services

Therefore, business owners, to avoid penalty, loss and disruption to the business operation, from the outset must make sure that their appointed company secretary is someone who is qualified and stays on top of the job. Engaging an experienced professional company secretary in Singapore provided by Singapore company secretarial services is the most reliable way to ensure that compliance breaches do not occur for the company.