In the Singapore Companies Act, a registered business is required to appoint a corporate secretary. A corporate secretary is different from a regular secretary. Both are undoubtedly crucial in the operations of the company. However, the corporate secretary has a wider range of responsibilities pertaining to the whole company.
A business entity in Singapore is supposed to appoint a Singaporean company secretary within six months of the registration and incorporation of the company. Companies that have only one shareholder or Director cannot have the same person act as the company secretary. In this case, the company can appoint a qualified professional into the position. Before selecting one for your business, you should understand the role and responsibilities of the corporate secretary.
Coordinate Board Meetings and Annual General Meetings
One of the duties of the corporate secretary is to schedule and coordinate board meetings. He or she needs to discuss with the Directors to ensure they all agree on the proposed date for the meeting. Once the date is decided upon, the venue needs to be chosen, logistics are taken care of, and the obligation of each board member fulfilled.
The corporate secretary is the point of contact for all the Directors when it comes to the agenda. If a Director has questions regarding the meeting, he or she expects the company secretary to have the answers. Most of the decisions made during the board meeting have an impact on the future of the company.
Besides organizing board meetings, the corporate secretary needs to ensure the shareholders have an annual meeting. He or she prepares all the necessary documents, including the financial statements and relevant documents, minutes of the last session, and ensures minutes of the current meeting are also recorded for future reference.
Accurate Tax Filing
One of the challenges many corporations face in Singapore is delayed or inaccurate filing of tax assessments. The corporate secretary is expected to follow up with the company’s accountants to ensure they are working on the company’s financial accounts, and that they will be delivered promptly. Failure to file the taxes in time incites a penalty. It is the corporate secretary’s responsibility to ensure everyone is working as required to meet the filing deadline and any issues that crop up along the way are solved and addressed.
Updating the Statutory Register
Should there be changes to the structure of the organization, the company secretary is required to submit the effected changes into the statutory register. For example, if a CEO or Director resigns, any new appointments should be included in the register. Those who have left should also be removed from the register. The corporate secretary also needs to note share transfers among shareholders as well as board resolutions and any other pertinent issues.
When choosing a company secretary, it is best to consider someone who understands Singapore’s laws. Most companies prefer to hire corporate attorneys to be corporate secretaries because some of the duties required demands knowledge about the law. Failure to comply with the government’s regulations can be costly for the company. Therefore, most companies choose corporate secretaries who have an in-depth knowledge of the law.
Some companies choose to employ a firm or consultancy that offers corporate secretarial services. The benefit of this is your company will now have access to people with vast qualification and expertise in the role of a corporate secretary. Instead of relying on only one person, you will have access to consultants with different levels of experience, including law and accounting and possibly even in the specific industry or business line of your company.
Read more about the Corporate Secretarial Services offered here.