In the complex landscape of mergers and acquisitions (M&A) in Singapore, various parties play crucial roles to ensure a smooth and legally compliant transaction. While lawyers, financial advisors, and accountants are often at the forefront, the corporate secretary holds a vital, albeit sometimes less visible, position throughout the M&A process. Their expertise in corporate governance and compliance is indispensable from the initial stages of due diligence through to post-completion integration.  

The role of a corporate secretary in Singapore is mandated by Section 171 of the Companies Act 1967 (“Companies Act”), which requires every company to appoint a qualified company secretary. This individual or firm is responsible for ensuring the company’s adherence to the requirements of the Companies Act and other relevant regulations, and facilitating effective communication within the company and with external stakeholders. In the context of an M&A, these responsibilities become even more critical.  

 

Here’s a breakdown of the key roles a corporate secretary plays during the different phases of a merger or acquisition:

1. Pre-Transaction Phase: Preparation and Due Diligence

Before an M&A deal is formalised, a significant amount of preparation and investigation takes place. The corporate secretary is instrumental in ensuring that the company’s corporate records are accurate, up-to-date, and readily available for the rigorous due diligence process conducted by the potential buyer or investor.  

  • Maintaining Statutory Registers: The corporate secretary is responsible for maintaining accurate and current statutory registers, including the register of members (shareholders), directors, and charges. These registers are fundamental during due diligence to verify ownership structure, directorships, and any encumbrances on the company’s assets. (See for example, discussion on maintaining registers in materials like “Pearlie MC Koh, Company Law” and “Woon’s Corporations Law”).  
  • Organising and Managing Corporate Records: This involves ensuring that all company documents, such as incorporation documents, board minutes, shareholder resolutions, and material contracts, are properly organised, filed, and easily accessible. A well-maintained set of records is crucial for a smooth and efficient due diligence process.  
  • Assisting with Due Diligence Requests: The corporate secretary often acts as a key point of contact for the legal and financial teams conducting due diligence, quickly providing requested documents and information about the company’s corporate structure and history. They can also help clarify corporate governance practices and historical decisions.  

2. Transaction Phase: Documentation and Approvals

During the negotiation and execution of the M&A transaction, the corporate secretary plays a critical role in the preparation and management of the necessary legal documentation and ensuring that corporate approvals are properly obtained.  

  • Drafting and Reviewing Transaction Documents: While legal counsel primarily drafts the main transaction agreements (e.g., Sale and Purchase Agreement, Amalgamation Agreement), the corporate secretary often assists with the preparation of ancillary documents and schedules, ensuring consistency with the company’s records and compliance with the Companies Act.  
  • Convening and Documenting Board and Shareholder Meetings: M&A transactions typically require approvals from the company’s board of directors and, in many cases, its shareholders. The corporate secretary is responsible for properly convening these meetings, preparing and distributing meeting notices and materials, attending meetings, accurately recording minutes of the discussions and resolutions passed, and ensuring that the necessary approvals are obtained in accordance with the company’s constitution and the Companies Act. (See, for instance, discussions on meetings and resolutions in “Part A Company Law”).  
  • Ensuring Proper Execution of Documents: The corporate secretary assists in ensuring that all transaction documents are properly executed by the authorised representatives of the company in accordance with the company’s articles of association and relevant legal requirements.

3. Post-Completion Phase: Integration and Updates

Once the merger or acquisition is completed, the corporate secretary’s role shifts to the integration of the acquired entity (if applicable) and updating corporate records to reflect the changes.

  • Updating Statutory Registers: The corporate secretary is responsible for promptly updating the company’s statutory registers, particularly the register of members to reflect changes in share ownership and the register of directors and secretaries to reflect any changes in the board or company secretarial appointments as a result of the transaction.  
  • Filing with ACRA: The Companies Act mandates the filing of various documents with the Accounting and Corporate Regulatory Authority (ACRA) to notify the authorities of changes resulting from the M&A. The corporate secretary is responsible for preparing and filing these necessary forms and documents within the prescribed timelines. This includes changes in share capital, directorships, company name (if applicable), and the filing of amalgamation documents. 
  • Integration of Corporate Governance Practices: If an acquisition has occurred, the corporate secretary may be involved in aligning the corporate governance practices of the acquired entity with those of the acquiring company, ensuring consistency and compliance across the enlarged group.
  • Maintaining Post-Transaction Records: The corporate secretary ensures that all documentation related to the M&A transaction, including executed agreements and board and shareholder resolutions, are properly maintained as part of the company’s official records.

Throughout the M&A process, the corporate secretary acts as a crucial link between the board of directors, shareholders, legal advisors, and regulatory authorities like ACRA. Their meticulous attention to detail, understanding of corporate law and governance, and ability to manage complex documentation are essential for the successful and legally compliant completion of a merger or acquisition in Singapore. Failing to properly address corporate secretarial matters during an M&A can lead to delays, legal challenges, and potential non-compliance issues. 

Navigating the intricate corporate secretarial requirements during a merger or acquisition demands specialised expertise. For professional corporate secretarial services that can provide invaluable support throughout complex transactions like M&A in Singapore, the experienced team at Raffles Corporate Services Pte Ltd is here to help.

For further assistance or inquiries, you can contact the Raffles Corporate Services team via email at hello@rafflescorporateservices.com. 

Yours sincerely,

The editorial team at Raffles Corporate Services