Singapore Private Company Registration Guide (8) - Roles of Company Secretary

1. Appointment of Company Secretary

As per Section 171 of the Singapore Companies Act, every company must appoint a qualified company secretary within 6 months of its incorporation. It has to be noted that in case of a sole director/shareholder, the same person cannot act as the company secretary. The company secretary must be a natural person who is ordinarily resident in Singapore. A person who is ordinarily resident in Singapore means a person is a Singapore citizen or permanent resident, Singapore Employment Pass / EntrePass / Dependant Pass holder.

Kaizen Corporate Services Pte Limited will be appointed as the Singapore Company Secretary / Singapore Corporate Secretary for your Company (upon your request) to comply with Accounting and Corporate Regulatory Authority (ACRA) requirements.

2. Roles of Company Secretary

The roles of the company secretary for a Singapore company are as follows:

Board Meetings

Co-ordinating the operation of the company’s formal decision making and reporting machinery; formulating meeting agendas with the chairman and /or the chief executive; attending and minuting of the meetings; maintaining minute books; certifying copies of minutes; and ensuring that correct procedures are followed.

General Meetings

Originating and obtaining internal and external agreement to all documentation for circulation to shareholders; co-ordinating the administration and minuting of meetings; and ensuring that correct procedures are followed.

Company Constitution

Ensuring that the company complies with its constitution; drafting and incorporating amendments in accordance with correct procedures.

General Compliance

Monitoring and ensuring compliance with relevant legal requirements, particularly under the Companies Act.

Statutory Registers and Books

• Maintaining the following books and statutory registers
• a share register
• company records 
• accounting records 
• register of charges created by the company, Companies

Statutory Returns

Filing information with the Registrar of Companies to report certain changes regarding the company or to comply with requirements for periodic filing. Of particular importance in this regards are:

• any changes in the director(s) of a company or particulars relating to director(s)
• changes to a directors name or residential address
• removal from office in accordance with the Act or constitution
• disqualification from holding office
• appointments/resignations/deaths
• annual return
• change of company name
• adoption, alteration and revocation of constitution
• issue of shares

Report and Accounts

Co-ordinating the publication and distribution of the company’s annual report and accounts and interim statement in consultation with the company’s internal and external advisers and, in particular preparing the directors?report.

Share Registration

Maintaining the company’s register of members; dealing with transfers and other matters affecting shareholdings; and dealing with queries and requests from shareholders.

Shareholder Communication

Communicating with the shareholders (i.e. through circulars); payment of dividends and interest; issuing documentation regarding rights issues and capitalisation issues; general shareholder relations; and relations with institutional shareholders and their investment protection committees.

Shareholder Monitoring

Monitoring movements on the register of members to identify an apparent ¡¥stake-building?in the company’s shares by potential takeover bidders; and making inquiries of members as to beneficial ownership of holdings.

Share and Capital Issues and Restructuring

Implementation of changes in the structure of the company’s share and loan capital and devising; implementing and administering directors?and employees?share participation schemes.

Acquisitions and Disposals

Participating as a key member of the company team established to implement corporate acquisitions and disposals; protecting the company’s interests by ensuring the effectiveness of all documentation and that due diligence disclosures enable proper commercial evaluation prior to completion of the transaction.

Corporate Governance

Reviewing developments in corporate governance and advising and assisting the directors with respect to their duties and responsibilities and compliance with their personal obligations under company law and, if applicable Stock Exchange requirements.

Non-Executive Directors

Acting as a channel of communication and information for non-executive directors.

Company Seal

Ensuring the safe custody and proper use of the company seal if provided for in the company constitution.

Registered Office

The establishment and administration of the registered office; the receipt, co-ordination and distribution of official correspondence received by the company at its registered office; and ensuring the provision of facilities for the public inspection of company documents.