In the dynamic landscape of Singapore’s business environment, various roles contribute to the smooth operation and legal standing of a company. Among these, the Corporate Secretary holds a position of significant importance, often acting as the backbone of a company’s administrative and compliance functions. But what exactly is a Corporate Secretary in Singapore, and why is it a role that every company, regardless of size, should not overlook?

While the term “company secretary” itself isn’t explicitly defined within the Companies Act in Singapore, Section 171(1) of the Act clearly states that every company must have one or more secretaries. This immediately underscores the mandatory nature and fundamental requirement for this role.

Essentially, the Corporate Secretary is an officer of the company who plays a pivotal role in ensuring the company complies with legal and regulatory requirements, manages administrative duties, and facilitates good corporate governance. Often referred to as the “chief administrative officer” of the company, the secretary’s responsibilities are wide-ranging and crucial for maintaining the integrity and operational efficiency of the organisation.

The Multifaceted Role of a Corporate Secretary

The duties of a Corporate Secretary in Singapore are diverse and can be broadly categorised as administrative, compliance-related, and governance-focused. These responsibilities evolve and depend on the company’s size, structure, and industry. Key responsibilities include:

  • Ensuring Regulatory Compliance: A primary function of the Corporate Secretary is to ensure the company adheres to the stipulations of the Companies Act and other relevant legislation. This involves understanding and implementing regulations related to company formation, reporting, and ongoing compliance. This also extends to keeping up-to-date with amendments to the Companies Act and other relevant regulations.
  • Maintaining Statutory Registers: The secretary is responsible for establishing and maintaining all necessary company registers, such as the register of members, register of directors, managers, secretaries and auditors, and register of directors’ interests/shareholdings. For private companies, the register of members is now kept by the Registrar in electronic form, but the obligation to update the Registrar lies with the company. Public companies, however, must maintain their own registers.
  • Managing Company Meetings: The Corporate Secretary plays a crucial role in organising and attending various company meetings, including directors’ meetings, audit committee meetings, and members’ meetings (Annual General Meetings and Extraordinary General Meetings). This involves preparing agendas, issuing notices, managing proxies, ensuring proper procedures are followed, and recording accurate minutes of the proceedings.
  • Handling Official Documentation: The secretary is typically responsible for the safe custody and proper use of the company’s common seal, if one exists. They also oversee the preparation, execution, and maintenance of other important company documents.
  • Facilitating Communication: The Corporate Secretary often acts as the primary point of contact between the company and regulatory bodies like the Accounting and Corporate Regulatory Authority (ACRA), as well as with shareholders and the board of directors. For listed companies, they are also a key communication channel with the Singapore Exchange (SGX).
  • Ensuring Good Corporate Governance: The Code of Corporate Governance emphasises the secretary’s role in ensuring that board procedures are followed and applicable rules and regulations are complied with. They also assist in the induction of new directors and facilitate professional development as required.

Navigating these compliance requirements and administrative tasks can be complex and time-consuming. For professional support in ensuring your company’s adherence to regulatory obligations, consider reaching out to Raffles Corporate Services Pte Ltd.

Who Can Be a Corporate Secretary?

In Singapore, a Corporate Secretary must be a natural person and have their principal or only place of residence in Singapore. While there are no specific qualification requirements stipulated in the Companies Act for secretaries of private companies, the directors have a duty to take all reasonable steps to ensure that the appointed person has the requisite knowledge and experience to discharge the functions of secretary.

For public companies, however, the Companies Act sets out specific qualifications that a secretary must meet. These include:

  • Having held the office of secretary in that company on 15 May 1987 and continued to hold it on 15 May 2003.
  • Having held the office of secretary of a company for at least three years out of the five years immediately preceding the appointment.
  • Being a qualified person under the Legal Profession Act, a public accountant, a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators (SAICSA), or a member of such other professional association as may be prescribed.
  • Possessing prescribed academic or professional qualifications that demonstrate the capability to discharge the functions.

Crucially, a sole director of a company cannot also act as the company secretary. This separation of roles is essential for maintaining checks and balances within the company’s governance structure.

Why Every Company Needs a Corporate Secretary

Beyond the legal mandate, having a competent Corporate Secretary is invaluable for any company operating in Singapore for several compelling reasons:

  • Ensuring Legal Compliance: Navigating the intricacies of the Companies Act and other regulations can be challenging. A knowledgeable Corporate Secretary ensures the company meets all its statutory obligations, minimising the risk of penalties and legal repercussions.
  • Facilitating Good Governance: A proactive secretary contributes significantly to good corporate governance by ensuring proper board procedures are followed, decisions are accurately recorded, and information flows effectively within the organisation.
  • Maintaining Order and Efficiency: The administrative responsibilities handled by the secretary, such as managing meetings and maintaining registers, are crucial for the smooth functioning of the company. This allows directors to focus on strategic decision-making and business growth.
  • Providing a Central Point of Contact: The Corporate Secretary serves as a vital link between the company and external stakeholders, including regulators and shareholders, streamlining communication and ensuring timely responses.
  • Supporting the Board of Directors: The secretary provides crucial support to the board by preparing meeting materials, advising on procedural matters, and ensuring directors have access to relevant information.

In conclusion, the Corporate Secretary in Singapore is far more than just an administrative role. It is a legally mandated position that plays a critical function in ensuring compliance, fostering good governance, and maintaining the operational efficiency of a company. Whether a company outsources this role to a professional firm or appoints a qualified in-house individual, the presence of a competent Corporate Secretary is not just a legal requirement – it is a fundamental necessity for the sustainable success and integrity of every company in Singapore. 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