Why Appoint A Qualified Company Secretary?
All companies in Singapore are required to engage a Company Secretary within the first 6 months of incorporation. The Singapore Companies Act does not specifically set out the role, duties and responsibilities of a company secretary. However, he or she is primarily responsible for assisting the directors in ensuring compliance by carrying out all regulatory obligations through administrative and reporting functions.
One of the important role is to file and update important documents and data in the company’s as well as ACRA’s register. Some of the documents are incorporation papers, shareholders’ agreements and annual reports. It is also the responsibility of the Company Secretary to prepare director’s resolutions when there is a change of address, appointment of new directors and change of shareholders.
Private Limited Company
In a private limited company, the criteria to be a company secretary is simpler as in the following:
- Be a Singaporean, a permanent resident or a person with an employment pass, approval-in-principle letter or dependent’s pass residing in Singapore; and
- Has the requisite knowledge and experience to discharge the functions of the secretary of the company.
The company director can also be the company secretary, provided he or she is not the sole director.
Public Limited Company
However, in the case of a public company, it is required by law to engage a person with proper qualifications. As with Section 171 (1AA) of the Companies Act, that person must possess at least one of the following in order to be eligible for the role:
- Member of Member of the Singapore Association of the Institute of Chartered Secretaries and Administrators;
- Public accountant registered under the Accountants Act (Cap. 2);
- Member of the Association of International Accountants (Singapore);
- Member of the Institute of Company Accountants, Singapore;
- Member of the Institute of Certified Public Accountants of Singapore;
- Qualified person under the Legal Profession Act (Cap. 161);
- Held the office of secretary of a company for at least 3 years in the period of 5 years immediately before appointment as secretary;
- On 15 May 1987, held the office of secretary in that company and continued to hold that office on 15 May 2003;
- A person deemed capable of discharging the functions of a company secretary by virtue of such academic or professional qualifications as may be prescribed.
Even though Company Secretaries in private limited companies need not be qualified, it is highly advisable to engage one who is, for the following reasons:
- A qualified and responsible Company Secretary sees to it that directors and shareholders are protected;
- He or She will keep track of important filings so that the company is in compliance with the Companies Act; and
- An experienced and certified Company Secretary will ensure that the company does not incur fines and/or penalties which can occur through neglect and ignorance of the regulatory requirements.