In Singapore, each company must appoint a corporate secretary within six months of its creation. This is because the corporate secretary or company secretary is one of the most important roles in a company. Therefore, this is a guide on what are the roles and responsibilities of a company secretary.
What is a company secretary?
The company secretary is the chief administrative officer, responsible for ensuring that the company complies with all relevant legal and regulatory requirements. This includes submitting annual reports and recording and submitting board resolutions.
What are the key responsibilities of a company secretary?
In the event that a company fails to comply with its legal obligations, while the company directors hold the ultimate responsibility, the company secretary can also be held liable. This is because the Singapore Companies Act recognises the dependence of company directors on the company secretary for guidance on statutory compliance issues. The job scope of a company secretary can be extremely wide, and the responsibilities that they undertake can vary from company to company. Below is a non-exhaustive list of duties that company secretaries might typically take on.
Updating and filing with ACRA
- Appointment, resignation, or death of company officers
- Update of particulars of directors and secretary
- Filing of Annual Returns
- Amendments to the company constitution
- Share allotments or share transfers
- Changes in company name, registered address etc.
Preparation of board meetings and AGMs
- Distributing company’s financial reports
- Attendance and taking of meeting minutes
- Preparation of meeting agenda
- Preparation of director’s resolutions
- The overseeing of voting process in a proper and democratic manner
- Preparation and distribution of financial reports
Maintenance and upkeep of statutory registers
- Filing of signed Board Resolutions
- Maintenance of minutes books (AGMs and EGMs)
- Issue of shares
- Maintaining registers of shares, controllers, debenture holders etc.
- Distribution of Annual Report and company accounts
- Reminders for filing deadlines
- Ensure the safekeeping and proper use of the company seal
- Maintaining shareholder relations