Ace Success Pte Ltd has years of experience in executing the duties as a company secretary for local SMEs. In the past, the role of a company secretary would give many the impression of a personal assistant to the boss. However, in actual fact, the company secretary plays a crucial role in the company. A company secretary holds great responsibility to assist the company’s directors to maintain compliance with accordance to the Singapore’s Companies Act.

Who can act as a Company Secretary?

The Companies Act does not indicate that a company secretary has to be a qualified one. Therefore, any individual who has the relevant capabilities to perform its duty can be a company secretary.

Section 171.

—(1)  Every company shall have one or more secretaries each of whom shall be a natural person who has his principal or only place of residence in Singapore.

-(1A)  It shall be the duty of the directors of a company to take all reasonable steps to secure that each secretary of the company is a person who appears to them to have the requisite knowledge and experience to discharge the functions of secretary of the company.

On the other hand, a company secretary has to be a properly qualified one to be appointed in a public company. A qualified person under the Legal Profession Act (Cap. 161) means that he/she is a public accountant, a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators, or a member of such other professional association as may be prescribed

Or is, by virtue of such academic or professional qualifications as may be prescribed, capable of discharging the functions of secretary of the company.

What is the duties of a Company Secretary?

1)      A company secretary is also an officer of the company and as such, shall not misuse his/her authority in having the advantage in acquiring of company information to his/her own personal gains/benefits.

2)     The company secretary has to ensure that the following statutory registers (which are statutorily required) of the company are to be properly established and maintained.

The statutory Register include:

  • Register and Index of Members;
  • Register of Transfers;
  • Register of Directors, Managers, Secretaries and Auditors;
  • Register of Debenture Holders and copies of Trust Deeds;
  • Register of Substantial Shareholders;
  • Register of Directors’ Interests in Shares, Debentures, Participatory Interests,
  • Rights, Options and Contracts to which the director is a party or under which
  • he/she is entitled to a benefit;
  • Register of Charges and the Instruments creating the Charges;
  • Register of Interest Holders (interests other than shares, debentures, etc);
  • Branch Registers;
  • Minute Books of Members’ Meetings; and
  • Minute Books of Directors’ Meetings.

3)      The company Secretary also has to prepare and ensure timely lodgment of all returns, such as changes relating to the company, to the Registrar (ACRA).

4)     Provide administrative support to attend and prepare minutes of meetings.

5)     Ensure company are in proper compliance with any statutory requirements and provisions.

6)     To be familiar in the law and practices of any changes, to ensure compliance with the company’s memorandum and articles of association(M&AA) and to update the documents accordingly to the change.

7)     Safe keep of Company Common Seal.

Liabilities of a Company Secretary (Breach of Duties).

1)      A secretary who commits a breach of his/her duties shall be liable to the company for any profit made by him/her or for any damage suffered by the company as a result of the breach.

2)     A secretary who is guilty of an offence under the Companies Act shall be liable on conviction to, a fine, imprisonment, or a default penalty under the respective provisions.

For companies who have yet to appoint a Company Secretary, you can outsource the responsibilities of a Company Secretary to us.

Call us now to find out more.

Source: http://statutes.agc.gov.sg/aol/search/display/view.w3p;ident=72fe781b-8aad-4616-ab69-b5b38dcc9613;page=0;query=DocId%3A%22c3063e4b-61ed-4faf-8014-fabd5b998ed7%22%20Status%3Ainforce%20Depth%3A0;rec=0#pr171-he-.

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