A corporate secretary (or company secretary) is responsible for looking after the administration work of a company efficiently. He or she is tasked with keeping the company compliant with the statutory and regulatory requirements of the company and being a mediator between shareholders and directors.
A corporate secretary must be a natural person resident of Singapore – eg a citizen or a permanent resident – although the reason is not explicitly stated, it’s likely due to the requirement to be familiar with Singapore company law as well as remaining available to regulatory bodies if there are any issues with the company.
So why is a corporate secretary important, anyway?
A company is formally known as “Limited Liability Company”. A LLC is an entity that is limited by its shares or amount of shared capital. A LLC needs to register with ACRA, the corporate regulatory authority in Singapore. In an LLC, the owners’ liability is limited to only the assets of the company – all personal assets are safe from any business liability. There are two types of companies: public and private companies.
Being a corporate secretary does not only mean filing and staying compliant with the main regulatory body, Accounting and Corporate Regulatory Authority (ACRA). A good corporate secretary will ensure best practice when it comes to corporate governance, regularly communicate with shareholders and directors on company matters, and ensure that the interests of the company are protected at all times.
It includes, among others, ensuring compliance with the company’s Constitution, keeping and maintaining the statutory registers of the company, supervising the issue of share capital and restructuring.
Statutory compliance with ACRA
ACRA is the national regulator of business entities, public accounts and corporate service providers in Singapore. A corporate secretary is in charge of ACRA related compliance work to ensure everything is in order. Here are the typical activities a corporate secretary can be involved in:
Filing annual returns
Annual returns function as an update to ACRA on basic information of the company, and is usually submitted via electronic submission via an online portal called Bizfile. The following information is required in a company’s annual return:
- The company’s name and registration number
- Principal activities
- Registered office address
- Details of company officers
- Shareholder details
- Audited/unaudited financial statements of the company
(read here to read more about the requirement to submit audited financial statements)
A corporate secretary has to be mindful and efficient when it comes to punctuality. Every document has to be filed on time.
(Need tips on filing your annual returns? We have created a guide for you.)
Preparing the Annual General Meeting
Annual General Meetings (AGM) is an opportunity for a company to present and discuss its financial statements and other company matters before the shareholders. It is a corporate secretary’s role to prepare the agenda, distribute financial reports and take minutes during the AGM.
Where the board decides not to hold an AGM, a corporate secretary can also prepare the board resolutions to waive an AGM.
Changing company details
A corporate secretary is also in charge of updating a company’s particulars and details on ACRA. Few examples of changes that a corporate secretary has to make are listed below.
#1 Change of company name
If the company decides to change its registered name, a corporate secretary has to apply for approval with the proposed company name chosen.
#2 Change in registered office address
If your company’s registered office address has changed, a corporate secretary must notify ACRA within 14 days from when the change has taken place.
#3 Appointment/cessation of company officers & change in personal particulars
Company officers cover – directors, corporate secretaries, auditors and CEO (only if he/she is listed on ACRA).
Where there is a change in guard and company officers are appointed, that company’s corporate secretary needs to inform ACRA within 14 days from when the change has taken place. The details required are listed below-
- Particulars of directors
- Identification number
- Residential address
- Contact number
- Email address
- Position held
- Appointment/cessation date
To avoid money laundering and the financing of terrorism, ACRA has made it mandatory to obtain – Know your customer (KYC) proof from company officers before submitting the above information.
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, get in touch. [email protected]