Every company in Singapore must appoint a company secretary within 6 months of its incorporation. But what do they actually do? And what can you bring in-house and what should you leave to the experts?
There’s a multitude of offers and services out there for when it comes to picking a company secretary. Whether you’re a bootstrapped start-up or not, this is your guide to what company secretary does and some essential tips when deciding on a company secretary for your business.
Understand the breadth of the role
From record keeping to acting as an executive assistant and communications officer, the job of a company secretary in Singapore can be divided into three categories:
The company secretary is the main point of contact for ACRA about the particulars of the company. They are responsible for preparing the minutes of the company’s AGMs and EGMs, keeping company registers up to date, and filing important company documents with IRAS, ACRA, and other relevant authorities.
A company secretary serves as an advisor to the directors and provides any practical advice that is needed – this includes sharing timely information with all the directors regarding all legal and compliance practices.
A company secretary regularly communicates with the shareholders and safeguards that their best interests; they disseminate timely financial statements so that shareholders are prepared to take part in decision making at the company’s AGM.
Don’t make the mistake of thinking you can do it all yourself
You can’t be a corporate secretary if you’re based overseas or are the sole director of your company.
However, even if you have more than one director in your company, doing secretary work by yourself is not necessarily a simple administrative role.
While you may be able to perform simple daily secretarial tasks, if you are unfamiliar with the long list of non-regular secretarial duties, you will find yourself wasting lots of time and energy to execute these duties that are not a part of your core function (growing your business).
There are also a number of common traps that amateur company secretaries can fall into – from not choosing your year-end date carefully to maximise tax advantages, to not executing the necessary resolutions with directors or shareholders before filing online.
These mistakes can have consequences later on and can even lead to rendering the action invalid.
Check their experience in handling start-ups
If you’re a start-up, you should ensure that your company secretary is familiar with the issues that typically arise in start-up life, since the company secretary will be required to process and execute correctly all of the resulting paperwork.
Start-ups in SEA often grow at a rapid rate and go through several rounds of investment in the first years of its life. This means that you may be dealing with different classes of shares and multiple investors. Additionally, you may be looking at an employee share option plan (ESOP).
Pick someone who moves at your speed
Many places still use paper and physical signatures to execute their company resolutions, which can mean more running around to set up meetings, courier fees, and delays in processing. Check if your company is part of the 21st century and uses technology – like digital signatures, which are legally recognised in Singapore – to reduce costs and speed things up.
Look for hidden costs
Are ACRA fees included? Are you getting billed every time you pick up the phone to talk? Many providers provide a long a-la-carte list which can become expensive over time. Similarly, if you are paying one annual fee, make sure you know what is included and what is excluded in your years’ service.
Straits Partners was made by entrepreneurs who were sick of second-rate company secretaries. If you’re interested in a corporate services company that is transparent, efficient, and innovative, [email protected]