Our first article Complying With Singapore Statutory Requirements in The Legal Stuff section detailed the information you need to know about a company’s compliance with Singapore’s statutory law. Among the statutory requirements, a Private Limited Company must appoint a local Company Secretary soon after its incorporation.

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Who is a Company Secretary, and what does he or she do? You’ll find out the answers in this article.

Who Is A Company Secretary & What Are The Company Secretary’s Responsibilities?

The Company Secretary isn’t someone who brings you coffee and answers your calls. The person holds a much more essential role of being the backbone of all compliance-related functions of the company. His or her duties include:

  • Assisting the Company Director in ensuring that the company’s records comply with all statutory requirements and provisions;
  • Administering, attending and preparing minutes of meetings such as AGMs;
  • Ensuring the company’s memorandum and articles of association are in order, and the documents are updated in response to changes in laws and practices;
  • Ensuring the company seal, if any, is used properly and in safe custody when not in use;
  • Filing of Annual Returns; and
  • Recording of board resolutions.
  • Communicating important information about the company to its shareholders.

As you can see, the Company Secretary’s role in a company is an important one, and any failure on his or her part to comply with the statutory laws may have a detrimental effect on the company. In fact, he or she can be held liable in certain situations.

Why Do I Need A Company Secretary?

It’s required by law to have a Company Secretary. Under Section 171 of the Singapore Company’s Act (Cap. 50), every Private Limited Company must appoint a Company Secretary within six months from the date of its incorporation.

Who Can Be A Company Secretary?

A Company Secretary is someone who

  • Is 18 years old and above;
  • Is a legal resident of Singapore (a Singapore citizen, PR or an Employment/S/Entrepreneur Pass holder whose usual place of residence is here); and
  • Is a qualified person under the Legal Profession Act (Cap. 161); or
  • Is a public accountant registered under the Accountants Act (Cap. 2); or
  • Is a member of the Institute of Certified Public Accountants of Singapore; or
  • Is a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators; or
  • Is a member of the Association of International Accountants (Singapore Branch); or
  • Is a member of the Institute of Company Accountants, Singapore.

If the company has only one Director or shareholder, the person cannot be the Company Secretary. However, if there are two or more locally resident Company Directors in the company, one of them can be appointed as a Company Secretary, provided the person satisfies all the requirements mentioned above.

What If I’m Not Qualified To Be A Company Secretary?

If you are the sole Director of your company or if none of the Company Directors of your company qualifies as a Company Secretary, you can circumvent this problem by hiring the service of a professional corporate services firm or accounting professional consultancy services. Most of these firms can provide you with a Company Secretary.

As the Company Secretary plays a crucial role in your company, you should make sure that the person or the consulting firm you hire has the expertise and experience in handling all the administrative matters for your company. Appointing the wrong person may have detrimental implications for the company. Be sure to check the qualifications and experience of the person and ask for references where necessary.

About the Writer:

Judy Tham is a writer and founder of One Elephant, a copywriting firm in Singapore. She co-authored Are You Brand Dead?, one of the few books on branding in Asia that focuses on SMEs.