Appoint a Company Secretary within 6 months from incorporation date

Company Secretary Services | 3 mins read | Last updated on 30 June 2019

Appointing a company secretary is important in incorporating a company in Singapore. Every company must appoint a company secretary within 6 months of the date of its incorporation.

The position of company secretary must not be left vacant for more than 6 months. The sole director of a company and the company secretary cannot be the same person.

Who can be a Company Secretary?

Basically, Company Secretaries must have the “requisite knowledge and experience to discharge the functions of secretary of the company”. Section 171 is the primary section of the Companies Act that sets out the guidelines for a Company Secretary.

A company secretary must be ordinarily resident in Singapore. This includes Singapore citizens, Permanent Residents and EntrePass holders.

For public companies, a Company secretary must be either a registered filing agent or a qualified individual.

For private companies, any individual with a SingPass and ordinarily resident in Singapore qualifies as a company secretary. However, a company director can only be appointed as the company’s secretary if he is not the company’s sole director.

Responsibilities of a Company Secretary

Following are the various categories that describe the responsibilities of a company secretary.

(Note that this list is non-exhaustive and there are many other responsibilities that secretaries undertake and contribute to the company)

  • Updating and filing with ACRA
    – Appointment, resignation or death of company officers
    – Update of particulars of directors
    – Filing of Annual Returns
    – Amendments to the company constitution
    – Share allotments or share transfers
    – Changes in company name
  • Maintenance and upkeep of statutory registers
    – Filing of signed Board Resolutions
    – Maintenance of minutes books (AGMs and EGMs)
    – Issue of shares
    – Distribution of Annual Report and company accounts
  • Preparation of board meetings and AGMs
    – Distributing company’s financial reports
    – Attendance and taking of meeting minutes
    – Preparation of meeting agenda
    – Preparation of director’s resolutions
  • Miscellaneous services
    – Reminders for filing deadlines
    – Ensure the safekeeping and proper use of the company seal
    – Monitoring shareholder register and movement of shareholders
    – Maintaining shareholder relations

Company secretaries play an important roles in legal compliance.

A failure to perform these duties adequately can have severe consequences for the business and the Company. Many of the compliance and reporting requirements are stipulated by law, and a failure to adhere to them is equivalent to breaking the law. Mistakes made in this field can be costly, with penalties such as fines, imprisonment and the removal of a director or company secretary from his/her appointment.

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