In accordance with the Companies Act, every Singapore registered company is required to appoint a company secretary. In many instances, companies may outsource this position, as well as the duty to maintain corporate compliance, to a corporate service provider like Singapore Secretary Services.
The role of the Company Secretary is to assist in the administration of corporate matters of the company. They are responsible for assisting the company directors in administering corporate procedures. They deal with the filings and changes to the company in accordance with how the directors and shareholders have decided through resolutions.
Communication with the Company Secretary is essential as this would ensure the smooth functioning of the company. Therefore, it is important to appoint someone or a team that can assist effectively when it comes to corporate matters of the company in the position of Company Secretary.
When appointing a corporate service provider like our company to undertake the role of the company secretary, we will provide at least one named secretary who has the relevant experience to deal with the company’s corporate compliance and administrative matters. This is why there is usually a retainer fee. This retainer fee typically covers the routine services that are required to maintain the company. Here is a list of the routine services that are typically provided by corporate service providers.
Documentation preparation of notices, minutes and resolutions of the Annual General Meeting (AGM)
The AGM is a mandatory requirement and there is a requirement to hold an AGM at least once every year. This means that there will be the preparation of notices of meetings and meeting minutes and resolutions. This is typically covered as routine services but if the documentation requires a substantial amount of work and time to prepare, there may be additional charges. This is typically the case if the AGM has many additional agendas that require a significantly longer period of preparation.
Maintenance of Statutory Registers
There are mandatory statutory registers to maintain and if these registers are not maintained, then the company and consequently its directors may be liable for a fine.
Sending of Reminders for Statutory Compliance
Key dates like the AGM and Annual Return (AR) filing, Corporate Tax and ECI filing. The corporate service provider is responsible for ensuring that these deadlines are adhered to.
Preparation and safekeeping of Share Certificates
The issuance of share certificates is typically done by the corporate service provider. Typically the company may also leave the original share certificates with the corporate service provider in the company file, along with statutory records.
Safekeeping of Company Seal and Company Stamp
The corporate service provider will usually safe keep the company seal and stamp as it is they who will use the seal on deeds and the stamp on documents for the company. Usually, the service to create the company seal and stamp is included. However, these days, due to changes in the Companies Act, some companies may elect not to have a Company Seal.
Corporate Compliance Advisory
This is key and you should have direct access to your company secretary as well as the team from your corporate service provider. They should be your partners in your company and you should have access to them via a phone call, WhatsApp or at least, via email. Some clients prefer personalised service and thus they tend to veer towards corporate service providers where they are able to contact the team that is supporting their corporate matters directly. Some clients are fine with having emails or sending a ticket to receive corporate compliance advice. This is up to personal preference.
When in doubt, seek legal advice or consult an experienced ACRA Filing Agent.
The editorial team at Singapore Secretary Services
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