The Accounting and Corporate Regulatory Authority (ACRA), which is the national regulator of business entities and public accountants, mandates that every company must appoint a company secretary within six months of the date of its incorporation.
The key roles of a Singapore company secretary, as per ACRA, are:
- maintain the company statutory registers and records
- arrange for shareholder and director meetings
- lodge and file in time all necessary documents required by law
- provide administrative support in preparation of meetings
- provide comprehensive legal and administrative support to the board
- assist in the implementation of corporate strategies by ensuring that the board’s decisions are properly carried out and communicated
- ensure that the company meets all its legal obligations
- stay updated on relevant developments and changes in statutory and regulatory obligations
Requirements of a Corporate Secretary
The company secretary must be residing locally in Singapore and he/she must not be the sole director of the company.
The secretary of a public company must comply with section 171(1AA) of the Companies Act i.e. must possess at least one of the following qualifications:
- Been a secretary of a company for at least 3 of the 5 years immediately before his appointment as secretary of the public company.
- Qualified person under the Legal Profession Act (Cap. 161).
- Public accountant registered under the Accountants Act (Cap. 2).
- Member of the Institute of Certified Public Accountants of Singapore.
- Member of the Singapore Association of the Institute of Chartered Secretaries and Administrators.
- Member of the Association of International Accountants (Singapore Branch).
- Member of the Institute of Company Accountants, Singapore.
The Secretary may also be held liable for the company’s failure to comply with the law in certain situations.