Appointing a Company Secretary is one of the compliance obligations of a newly incorporated company. The Singapore Companies Act mandates that within six months from the date of incorporation you are required to appoint a Company Secretary in Singapore and retain one throughout the lifespan of your company. A sole director/shareholder of a company and non-citizens/non-PRs/non-SP or non-EP holders of Singapore are not eligible to act as a Company Secretary, and Company Secretary Services will most likely need to be engaged to fulfil the legal obligation.
Company Secretary Services
In addition to fulfilling a legal obligation, a range of qualifications, expertise and experience in corporate law, finance, and governance is required of a Company Secretary (which must not be confused with an ordinary secretary), who takes on many important roles and responsibilities in the company. Therefore, business owners must be stringent about the selection process, as they peruse and skim the many Company Secretary Services available in the market. Some questions they should be asking are:
1. Does the Company Secretary meet the legal criteria and possess the required qualifications? (including knowledge of local corporate compliance and regulations)?
- At least 18 years of age
- Citizen or PR or S/Entre Pass Holder
- Not the sole director or shareholder of a company
- For a public company:
- Been a Company Secretary at least 3 of the 5 years before appointment
- Qualified person under the Legal Profession Act
- Public Accountant registered under the Accountants Act
- Member of the Institute of Singapore Chartered Accountants
- Member of the Chartered Institute of Secretaries Singapore
- Member of the Association of International Accountants (Singapore Branch)
- Member of the Institute of Company Accountants, Singapore
Qualifications and Skills:
- Legal Knowledge: to ensure the company is meeting legal oblications set forth by ACRA or other authorities
- Attention to Detail: to ensure clarity and prevent errors in all sorts of communication and circulated materials within and without the company
- Social and Interpersonal Skills: to effectively communicate and liaise, even mediate, between different stakeholders
- Note-taking and Record-keeping: to meticulously document and maintain all meeting minutes and crucial company documents
- Multitasking Skills and Creativity: to juggle smoothly between different priorities and deliver jobs on time
- Planning and Agenda-setting Skills: to effectively keep track of schedules and due dates, and implement timely solutions when necessary
- Financial Analytical Skills: to help supervise share allotments and analyse financial reports and tax assessments
Does your company secretary in Singapore fully understand and is able to execute the required Administrative, Advisory and Fiduciary duties?
A competent company secretary must always act in the best interest of the company. Based on the demands of the company, a company secretary generally has to:
- Maintain and update the company’s registers and records regularly
- Arrange for the necessary meetings and ensure compliance with the Companies Act
- Ensure the Memorandum and Articles of Association (M&AA) are complied with
- Remind the company and its directors of necessary deadlines for annual returns
- Ensure safe custody and proper use of the company seal
- Stay updated on statutory regulations and communicate changes to the stakeholders of the company
- Facilitate operations between the company and relevant authorities
The job of a company secretary in Singapore can also be classified under three categories:
- main point of contact for ACRA with regard to the company’s particular details
- preparing minutes of the company’s AGMs and EGMs,
- updating company registers
- filing required company documents with IRAS, ACRA, and other authorities
- advising the directors, especially with regard to legal and compliance practices
- ensuring accountability and transparency and compliance in the company’s various functions
- safeguarding the stakeholders’ best interests
- preparing management and shareholders for an AGM or EGM with the necessary financial statements or other documents
Is your company secretary in Singapore tech savvy enough to conduct his or her duties through online digital solutions?
Telecommunicating and working and getting things done remotely have become a “new normal” even without the onset of the Covid pandemic. Therefore, it is important that a company secretary in Singapore possesses the latest IT knowledge and skills in online conferencing, cloud sharing, collaboration software, etc, so as to execute all necessary duties when physical contact is not feasible. Besides, government agencies, such as ACRA and IRAS, have begun digitising most of their operations, and any ineptitude in this regard — electronically creating, processing, reporting, distributing, archiving — will lead to delay and perhaps penalty. An efficient company secretary in Singapore or a Company Secretary Services provider must also be quick and adaptive to any specialised or customised digital work platform that a client may have to complement administrative workflows, especially to improve compliance management.
What are the red flags you should look out for in the quality of your company secretary services?
Lack of professionalism in company secretary services comes in many manifestations, in particular:
- filing documents with authorities without making an appropriate resolution
- failure to respond to authorities and their requirements or requests, and the company consequently has to pay for preventable penalties and fines
- failure to communicate and coordinate important information to and between stakeholders, in an organised and timely manner, and as a result, interests of various stakeholders are compromised
- incorrect year-end selection and the company ends up losing tax benefits
- any inability to comply with or lack of awareness of any provisions of the Companies Act
Do consider switching your services provider when such mistakes blatantly occur, or you end up bearing the burden of telling your Company Secretary what needs to be done.
How transparent is your company secretary services provider about the costs involved?
Business owners of a newly incorporated company probably have an easier time deciding on a Company Secretary, as company secretary services are usually included in company incorporation packages. However if they are not, or you wish to independently engage one, or you wish to switch, then you must ensure that all fees involved are clearly communicated, and no hidden charges or ancillary fees pop up later. Some points to take note include:
- If it is a monthly or annual fee and is it an “all-in” monthly or annual fee?
- Are you getting billed when you make impromtu inquiries or requests?
- Are ACRA and other filing fees included?
- If the price is unbelievably low compared to other providers, then you can expect getting hit with additional fees as services are being performed
- Are you being neglected or delayed as a basic package user, i.e. for not signing up for more expensive premium packages?