If tasked to describe the role of a Company Secretary, most would proffer a description of someone who helms the administrative work of a company, ensuring its efficiency and accuracy. But some might not realise that their duties go far beyond clerical or secretarial in nature.
Rather, a company secretary is more of an appointed figure to a business, and their duty is to not only oversee good administrative running but also maintain legal compliance and regular correspondence between stakeholders and the board of directors, of which they are a part of. In many ways, they are stewards in keeping a business on track and liable.
In Singapore, the Accounting and Corporate Regulatory Authority (ACRA) stipulates that every company must appoint a company secretary within 6 months of its incorporation. Because of the highly-specialised duties, the agency has two different sets of requirements for public and private businesses.
Public businesses will require a registered qualified individual (such as a lawyer or an accountant) or a registered filing agent (such as those from businesses like PLCO). For private companies, any person with a SingPass and resident in Singapore can be signed in as a company secretary. In this case, a company director can also be appointed as the company’s secretary, but only if he is not the company’s sole director – to ensure objective culpability. In both cases, the position cannot be left vacant for more than 6 months at any one time.
Key roles of a Corporate Secretary
The reason for such high qualifications requested has everything to do with the critical role of a corporate secretary for an organisation. Essentially, they are the bridge between the three most important aspects of the business, namely:
The company: The corporate secretary must protect the business interest while regulating good corporate governance, and must ensure all relevant statutory obligations are met. Their regular presence at the registered office address is needed to ensure their sound investment to its operations.
The company directors: The corporate secretary updates all directors with information to make for productive board meetings, and will provide advice and practical support when needed by the group.
The company shareholders: The corporate secretary also protects the interests of shareholders and communicates frequently to report on business health. They will also disseminate financial statements for the shareholders to prepare and make informed votes on decision-making matters at the company’s Annual General Meeting.
Key duties of a Corporate Secretary
Similarly to their roles, the duties of the corporate secretary can be divided into three parts.
Administrative: The most prolific task of the corporate secretary is in the area of administration. This allows them to anchor themselves to the operations, leaning them to a more ground sentiment relative to the other board members, while freeing directors to focus on operations. Their work will include:
Administration
Timely filing of the company’s annual accounts to ACRA and maintaining the necessary registers, such as notifying of share transfers, notice of removal or resignation of auditors, change of registered office address and any other necessary regulatory requirements.
Organise board meetings and facilitate the company’s formal decision-making process.
Organise Annual General Meetings in compliance with the Companies Act and the company’s constitution and facilitate the formal discussion from shareholders.
Prepare and maintain all AGM and EGM meeting minutes and agendas.
Supervise share allotments, issues and transfers
Advisement
Provide advice on matters affecting shareholdings and address queries from shareholders.
Provide advice to directors especially with regards on legal compliance and helping with strategic decision-making.
Provide regular updates and advice to non-executive company directors, and allow for communication between parties.
Fiduciary
Assist the company directors in implementing and maintaining good corporate governance practices within the company, evolving it if need be.
Avoid and disclose any conflicts of interest if they should occur.
Ensure the safe custody and proper use of the company seal for official legal matters.
Ensure that all business letters, notices and other formal publications of the company carry the name of the company and its Unique Entity Number (UEN).
Supervise and assist with the proper establishment of overseas operations of the business according to proper procedures and laws when expanding beyond Singapore.
Ensure all acquisitions, restructuring, mergers and amalgamations are conducted with the company’s best interests in mind.
Key duties of a Corporate Secretary
As can be seen, the role of a corporate secretary is a deeply involved one, with the need of specialised skills – often in the legal and accounting fields – to maintain the integrity and compliance of businesses. On top of the competency, there also needs to be a high level of objectivity and trust that is needed from the role. Due to the nature of the responsibilities, companies often seek out assistance and delegate the duties to a corporate secretarial firm in Singapore instead, as any lapses may result in fines or disruptions that can severely impact the running of the business.
Whether it’s an individual or an assigned entity, the role of a corporate secretary must finesse the administration work of a company efficiently, while maintaining the legal and compliance landscape throughout the course of its running.
PLCO is a seasoned firm in the legal, finance and administrative fields and can assist you with corporate secretarial services. Speak with our consultants to find out more about how we can support your company.
