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Learn more about Corporate Secretary in Singapore

Ensuring corporate compliance in Singapore requires the appointment of a qualified company secretary who oversees critical legal and administrative responsibilities. Under the Companies Act, every Singapore company must appoint a company secretary within six months of incorporation. The company secretary plays a vital role in managing corporate filings with ACRA, organizing board and shareholder meetings, maintaining statutory registers, and ensuring adherence to Singapore’s corporate governance standards. For foreign-owned entities, having a reliable and experienced company secretary is key to navigating regulatory requirements, maintaining proper records, and meeting annual reporting deadlines. At Themis Partner, we provide comprehensive company secretarial services tailored to your business structure whether it’s a private limited company, branch office, or representative office. Our services include compliance advisory, preparation of corporate documents, and ongoing support to ensure your business stays fully compliant in Singapore. Contact us today to secure your company’s legal standing and operational efficiency.

Table of contents


What is the role of a company secretary in Singapore?

A company secretary in Singapore plays a crucial role in overseeing corporate governance, ensuring compliance with legal regulations, and maintaining proper documentation for a business. According to the Companies Act, the company secretary is responsible for managing statutory filings, ensuring that the company submits annual returns, and keeping the statutory registers up to date. This role includes organizing and recording board and shareholder meetings, maintaining important corporate records, and ensuring that the business adheres to local laws and regulations. Additionally, the company secretary provides advisory services on corporate governance and company law, guiding the business on matters of compliance and corporate structure. By ensuring the company complies with the regulatory framework, the company secretary helps mitigate legal risks and supports smooth business operations. The secretary is also integral in advising on matters such as financial disclosures and statutory audits. In short, this position is vital in safeguarding the company’s legal standing and promoting its long-term success in Singapore’s business environment.

Is it mandatory to appoint a company secretary in Singapore?

Under Singapore’s Companies Act, every company, whether locally or foreign-owned, is required to appoint a qualified company secretary within six months of incorporation. The company secretary plays a crucial role in ensuring compliance with regulatory requirements and managing important administrative tasks for the company. Here is a summary of the essential details:

Mandatory Requirement: Every company must appoint a qualified company secretary within six months of incorporation.
Role of the Company Secretary: Ensures compliance with laws and manages key administrative duties, including filing documents.
Residency Requirement: The company secretary must be a resident of Singapore.
Prohibition on Sole Director: The company secretary cannot be the sole director of the company.
Qualifications: The secretary must have relevant knowledge and experience in company law and governance.
Foreign Ownership: This rule applies to both local and foreign-owned companies in Singapore.

What are the responsibilities of a corporate secretary for a private limited company?

1. Corporate Governance Responsibilities

For a private limited company, the company secretary plays a crucial role in corporate governance. This includes preparing and filing statutory documents such as annual returns, financial statements, and any changes to the company’s shareholding structure. The secretary is also responsible for organizing board meetings and shareholder meetings. They ensure that all decisions made during these meetings are properly recorded in the minutes and that necessary resolutions are prepared. Additionally, the company secretary ensures that all statutory registers, including those of directors and shareholders, are accurately maintained.

2. Compliance and Advisory Services

The company secretary also provides ongoing advisory services to ensure the company remains compliant with legal and regulatory requirements. This includes staying updated on changes in legislation that may affect the company and offering guidance on best practices for corporate governance. By fulfilling these responsibilities, the company secretary helps safeguard the company’s legal standing and supports effective decision-making processes. Their role is critical in ensuring that the company operates smoothly and in full compliance with the law. For further information, refer to ACRA.

How does a company secretary handle ACRA filings and compliance in Singapore?

1. ACRA Filings and Compliance

The company secretary is responsible for managing all ACRA filings and ensuring compliance with Singapore’s corporate laws. This includes submitting the company’s annual returns, which consist of financial statements, directors’ reports, and company address details. The secretary must ensure that these documents are submitted within the required deadlines. Additionally, the company secretary manages any changes in shareholding, including filing the appropriate forms with ACRA to reflect these updates. This responsibility is critical for maintaining accurate corporate records.

2. Handling Changes in Company Officers

The company secretary is also tasked with managing any changes to the company officers, such as the appointment or removal of directors. These changes must be accurately filed with ACRA to ensure that the company’s records are up to date. By overseeing these filings, the company secretary plays a vital role in ensuring that the company remains compliant with all legal requirements. Their work helps avoid penalties and ensures that the company operates smoothly within the boundaries of Singapore’s corporate laws.

What are the requirements for holding and documenting board and shareholder meetings?

In Singapore, companies are required to hold regular board meetings and shareholder meetings where significant decisions are made. These decisions must be documented accurately to ensure legal compliance and governance standards are maintained. The company secretary plays a vital role in managing these processes, ensuring all necessary documentation is properly handled. Below is an overview of the responsibilities of the company secretary regarding meetings and resolutions:

Regular Meetings Requirement: Companies must hold regular board meetings and shareholder meetings to make key decisions.
Role of Company Secretary in Meetings: The company secretary ensures that minutes of meetings are accurately recorded and documented.
Minutes of Meetings: Minutes document all decisions made during the meetings and must be maintained for legal purposes.
Documentation of Resolutions: The company secretary must document resolutions passed, especially for significant decisions like changes in directors or amendments to the company constitution.
Meeting Notices: The company secretary is responsible for sending meeting notices to participants in advance, in compliance with the company’s constitution and legal requirements.

Can a company secretary help with changes to company structure or directorship?

1. Assisting with Company Structure Changes

Yes, a company secretary can assist with changes to your company structure, including transitioning from a sole proprietorship to a private limited company. This involves filing the necessary documents and ensuring that the change complies with the legal requirements set by ACRA. The company secretary will handle all the paperwork, from registration to making the appropriate filings. By managing the change of structure, the company secretary ensures a smooth transition and helps avoid any legal complications.

2. Managing Director Appointments and Removals

Additionally, the company secretary plays an essential role in handling the appointment and removal of directors. If your company needs to add or remove a director, the company secretary will ensure that the necessary paperwork is completed and filed with ACRA promptly. This helps maintain accurate and up-to-date corporate records, ensuring legal compliance. The company secretary is instrumental in managing these changes to ensure the company adheres to the requirements of Singapore’s corporate laws. For more information, refer to ACRA.

What are the annual compliance requirements for a Singapore company?

1. Annual Filing Requirements

Every Singapore company is required to comply with several annual obligations, including filing annual returns with the Accounting and Corporate Regulatory Authority (ACRA). These returns must include the company’s financial statements and other relevant documents. Additionally, companies must hold an Annual General Meeting (AGM) where shareholders review the company’s performance, approve financial statements, and make key decisions. The company secretary plays a key role in organizing these meetings and ensuring all necessary filings are submitted to ACRA.

2. Financial Reporting and Director’s Report

In addition to the AGM, companies are required to prepare and submit their financial statements in accordance with Singapore Financial Reporting Standards (SFRS). These statements must provide a clear picture of the company’s financial position and performance over the year. A director’s report is also required, detailing the company’s activities and financial status. These reports must be filed with ACRA to ensure the company remains compliant with regulatory requirements.

Do branch and representative offices in Singapore need a company secretary?

Even though branch offices and representative offices in Singapore are not separate legal entities from their parent companies, they are still subject to certain regulatory requirements. One such requirement is the appointment of a company secretary. This ensures that foreign entities comply with local laws, particularly in terms of corporate governance and regulatory filings. The company secretary plays a crucial role in managing the filings with the Accounting and Corporate Regulatory Authority (ACRA) and maintaining governance standards.

Branch Offices & Representative Offices: These offices are not separate legal entities but must still comply with local regulations.
Appointment of Company Secretary: Even for foreign entities, a company secretary is required to manage compliance and filings.
Role of Company Secretary: Manages necessary filings with ACRA, ensures corporate governance standards are upheld.
Regulatory Compliance: Company secretary ensures compliance with Singapore’s Companies Act and other local regulations.
Foreign Entities: Foreign companies with branch offices or representative offices must adhere to these requirements.

How can a company secretary support company strike-off or liquidation in Singapore?

1. Role in Company Strike-Off

If your company is nearing the end of its operations, the company secretary plays a crucial role in facilitating the strike-off or liquidation process. In the case of a strike-off, the company secretary ensures that all necessary documents are filed with the Accounting and Corporate Regulatory Authority (ACRA). They will also ensure that the company is officially removed from the registry once all legal and financial obligations are settled. This process helps formally close the company in compliance with the law.

2. Liquidation Support and Compliance

If the company is undergoing liquidation, the company secretary works closely with liquidators to ensure that all statutory obligations are met. This includes assisting with the settlement of liabilities, distribution of assets, and ensuring compliance with the legal requirements throughout the liquidation process. The company secretary’s role is essential in maintaining legal compliance during this process, ensuring the company is wound up correctly and avoiding any potential legal issues.

Conclusion

A company secretary is essential in ensuring that your business remains compliant with Singapore’s corporate regulations. They are responsible for overseeing ACRA filings, managing governance requirements, and ensuring timely submission of annual returns, financial statements, and other necessary documents. The company secretary also plays a vital role in organizing meetings, such as Annual General Meetings (AGMs), and maintaining statutory registers like those of directors and shareholders. Additionally, the company secretary assists with structural changes, such as the transition from a sole proprietorship to a private limited company, and helps navigate the complexities of director appointments or removals. In cases where a company is being struck off or undergoing liquidation, the secretary ensures that all statutory obligations are met, working with ACRA and liquidators to close the company in compliance with the law. By ensuring that all legal and regulatory obligations are fulfilled, a company secretary helps to maintain smooth business operations, avoid penalties, and ensure that the company is well-governed.

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