Company directors in Singapore are required to appoint a corporate secretary within 6 months of incorporation. But what is a corporate secretary, and can a company director double up as one? In this guide, we’ll explain to you the responsibilities of a corporate secretary, raise some points on whether outsourcing this role is right for your company, and offer suggestions on how you can work smoothly with one.
Definition of a corporate secretary
A corporate secretary is an officer whose primary role is to ensure that the company complies with corporate filing and taxation laws, and do not breach laws enforced by the relevant regulators (e.g. ACRA, MAS, SGX RegCo, IRAS, etc.) This person’s name must be submitted to ACRA via their filing website BizFile+, and will officially become part of your company records.
A corporate secretary is also commonly referred to as a “company secretary”.
This person is not to be confused with a personal assistant who acts as your point of contact, manages your schedule, books your trips, etc.
What the Companies Act says about corporate secretaries
Corporate secretaries must be locally resident in Singapore.
All newly incorporated companies must appoint a corporate secretary within 6 months.
And if your corporate secretary has resigned, you must appoint a new one also within 6 months.
Corporate secretaries must be readily contactable by telephone or other means of instant communication, and preferably present at the registered office address. This is the address that you provide ACRA for all official correspondences, and which appears on their website when people search for your company’s information.
As a company director, you can also take up the corporate secretary role. However, if you are the only director in your company, you cannot double up as the corporate secretary. You must appoint someone else.
Duties of a corporate secretary
A corporate secretary has several responsibilities, such as:
- Compliance tracking: Ensuring that the company fulfills all its filing and reporting obligations. For instance, holding the annual general meeting (AGM) and submitting annual returns on time, or filing quarterly taxes if needed. When it comes to tax matters, corporate secretaries need not be the ones preparing the submissions. Their responsibility is mainly to ensure that somebody’s working on it within the deadline.
- Maintaining up-to-date company information: In Singapore, all business entities are required to update ACRA of changes in appointments of company officers or changes to their personal details, issuance of shares to new or current shareholders, changes to the company’s registered address or business activity, etc. It is the duty of the corporate secretary to log in to BizFile+ to record these changes within 14 days. Otherwise, the company may incur penalties for failure to do so.
- Supporting other forms of corporate governance: One of Singapore’s competitive advantage over other economies is the relatively high level of corporate disclosures and business trust. A corporate secretary helps contribute to this by ensuring proper processes and open communication, particularly between management and shareholders. This can be done through the timely distribution of meeting agenda and financial statements to shareholders and investors, recording minutes of meeting, and documenting all key decisions made, etc.
Who is eligible to become a corporate secretary?
Regarding the appointment of corporate secretaries and who qualifies to become one, the law is stricter with public companies compared to private companies.
While directors of public companies can only appoint corporate secretaries who meet certain professional requirements as specified by ACRA – broadly speaking, either a legal or accounting background – directors of private companies have more leeway. They can appoint anyone whom they deem fit.
However, this does not mean that you should appoint just any willing party. There could be heavy consequences if your corporate secretary is incompetent.
Why is it important to appoint a qualified secretary?
Regulators such as ACRA, MAS, and IRAS may impose heavy fines and penalties on your company for failure to comply to specific requirements.
For example, if the AGM was held late,your company could be charged a $300 fine. Or if your company’s annual return was submitted past the deadline, you must pay a $300 late filing fee.
The Companies Act places the responsibility to complete filing obligations and ensure proper and timely disclosure on company directors. A company director may end up taking the rap for these offences.
This is where a qualified corporate secretary can help. He or she will ensure that you stay in full compliance with filing obligations and adhere to the various statutory disclosure requirements.
Should you hire a professional corporate secretary?
By now, you should have understood that the appointment of a corporate secretary is not a trivial matter. Corporate secretaries play a valuable role, more so if your company has shareholders whom you need to manage.
Just like how you can outsource accounting or payroll duties to an expert, you can also hire a professional corporate secretary for your company. They are experts in corporate law, and having them manage your company’s compliance and corporate governance matters will save you from the mental burden of having to interpret the law and keep track of the multiple statutory requirements.
By paying a nominal fee every year, company directors can free up their own resources to focus on growing their business. In addition, professional corporate secretaries keep up with the ever-changing regulatory landscape, so you don’t have to.
Hiring a corporate secretary would also give you access to professional advice on business-related legislation in Singapore without having to pay lawyer fees.
Professional firms offering corporate secretarial services can also offer value-added services, such as lending you their office address for you to direct official correspondences to. Other than having someone to help process your mails, doing this also lets you print on your name card an office address typically located in the CBD – a small touch of detail that could leave a better first impression on customers and business partners.
Working with a hired corporate secretary to handle your company’s compliance-related matters is as simple as providing them necessary information in a timely manner so that they can help you complete the filings. They will not be involved in other aspects of how you operate your business.
Be open and transparent with them regarding your corporate governance matters, so that they can best help you navigate through the various regulations that are relevant to your company.
We hope this guide has helped you understand the roles of a corporate secretary, and why it’s important to appoint someone who has the requisite knowledge and experience to perform the functions placed upon him or her by the company.
Overall, having a competent corporate secretary lets you confidently delegate your corporate filings while you focus on building and running your business. It also gives potential investors and business partners assurance that your company has good disclosure practices and can be trusted.
Ready to simplify your filing and business administration? Looking for qualified and dedicated corporate secretaries to assist you? We offer attractive corporate secretary packages. Contact us to find out more.