There is no doubt that company secretaries play a crucial role in the smooth running of the company by ensuring that it complies with company law. Therefore, any decision regarding the change of company secretary must be taken with care. For all that, and contrary to popular belief, changing the company secretary is still quite simple in Singapore.
However, to ensure that the corporate secretary is a person who fully understands the roles and responsibilities of a corporate secretary, companies should ideally seek individuals who meet one of the following requirements:
| ➤ Is a qualified person under the Legal Profession Act |
| ➤ A registered public accountant under the Accountants Act |
| ➤ A member of the Institute of Certified Public Accountants of Singapore |
| ➤ A member of the Association of the Institute of Chartered Secretaries and Administrators of Singapore ("SAICSA") |
In addition, a person meeting these prerequisites will have knowledge and skills related to the Companies Act and accounting principles. This knowledge will be useful in view of the nature of the responsibilities of the Corporate Secretary.
Generally speaking, SAICSA is the main governing body for company secretaries in Singapore and is perhaps the most relevant qualification for a corporate secretary.
The role of the company secretary is to ensure the current, administrative and daily management necessary for the functioning of the company. Depending on the needs of the company, the missions of a corporate secretary can vary:
| ➤ Maintain and update the company's records and minute books |
| ➤ Administering, assisting, and preparing the minutes of the directors' and shareholders' meetings |
| ➤ Assist the chairperson of the meeting in the conduct of the meeting |
| ➤ Ensure compliance with legal requirements under the Companies Act |
| ➤ Ensure compliance with the memorandum and articles of association of the corporation ("M&AA") |
| ➤ Advising the company and handling the appropriate electronic filings with ACRA for changes in the company within the time limits prescribed by ACRA |
| ➤ Certify the company's records as requested by the auditors for their annual statutory audits |
| ➤ Ensure the safekeeping and proper use of the corporate seal, if any |
| ➤ Communicate to the corporation and its directors any relevant changes in statutory law in a timely manner |
In addition, a good corporate secretary will also provide the following additional services to the corporation:
1. Issue timely reminders to the corporation and its directors to ensure that they are aware of the deadlines for annual returns and any other returns that must be filed with ACRA;
2. Act as an intermediary between the company and the relevant authority for the company’s specific needs. For example, ACRA, the Stock Exchange and IRAS;
3. Assist in drafting written resolutions of the directors for non-routine matters, such as where the company enters into a corporate guarantee, or lease agreements, etc.
The reason for changing the company secretary can vary considerably from one company to another. In general, there are several reasons why a company should change its company secretary:
| ➤ The company secretary does not provide the most up-to-date information about the company, and the company has to continually remind him/her |
| ➤ The company does not receive proper advice on company regulations and other important matters |
| ➤ The company is dissatisfied with the type of services it is getting for the price it is paying |
| ➤ The company is charged excessive additional fees by the secretary (in addition to the annual fee) |
| ➤ The corporate secretary does not perform his duties and the company suffers losses internally |
| ➤ The corporate secretary is not able to work effectively with partners (such as the outsourced accounting service provider/partner in Singapore) |
When a company decides to change its corporate secretary, it must ensure that it takes this important step at the right time. To do so, it must take into account important deadlines such as tax filings, ACRA deadlines and the preparation of the annual general meeting.
It is also important to choose the right time to change the company secretary to avoid fines and penalties. If the corporate secretary realizes that he or she is at risk of losing his or her job, he or she may delay meeting the filing deadlines due to reluctance or negligence. This could result in unnecessary stress and even penalties for the company.
Typically, the termination of an existing secretary and the appointment of a new secretary occur simultaneously.
Finally, it is important for the company to keep in mind that it cannot leave the position of company secretary vacant for more than 6 months. If a company does not comply with this rule, it may be sanctioned or prosecuted according to the Companies Act.
If the separation of the company secretary is mutually agreed upon, the procedure will be easier.
When a company secretary agrees to resign, the company only needs a few documents to implement it:
| ➤ The company secretary must submit a formal letter of resignation |
| ➤ The board of directors must unanimously pass a resolution and accept the resignation to confirm the secretary's removal from the company |
| ➤ The corporation must notify ACRA of the corporate secretary's termination using BizFile within 14 days of the resignation date |
| ➤ After meeting these requirements, including notification of the resignation to ACRA, the transition, transfer of responsibilities, and sharing of administrative records shall occur at a later date |
Conversely, the company secretary may refuse to resign. In the event of a forced separation, and if the corporate secretary refuses to resign, the company still has the right to remove him or her from office. Such a situation can lead to complications and unpleasant situations. Therefore, it is advisable to inform the secretary in advance of the dismissal decision to find an amicable solution.
However, if the company secretary still does not agree, the company may use its right of removal by passing a board resolution and submitting the termination to ACRA.
Once the incumbent company secretary resigns, you must appoint a corporate secretary within six months of the resignation date. The new corporate secretary can begin to perform his or her duties during the transition period and make the appropriate filings.
According to ACRA, the appointment of a new company secretary can occur:
1. By a vote of the directors of the corporation, which is also referred to as a board resolution.
2. By a written resolution of the directors (DRIW). This document contains all the details of the appointment of a new secretary and the resignation of the former secretary.
In addition, the newly appointed company secretary must then agree to work as secretary using Form 45B.
Finally, ACRA states that the sole director of a company and the company secretary must not be the same person.
