Corporate Secretarial is regarded as an important function in every limited company, be it a one-man company or a multinational company. The Company Secretary plays an important role which could be in administrative, finance, legal and/or compliance, depending on the requirements of each company. This role is sometimes referred to as the “backbone” of a company.
In Singapore, 80 percent of limited companies will engage an outsourced company secretary to manage their compliance requirements with the Accounting and Corporate Regulatory Authority (“ACRA”). The Singapore Companies Act, Chapter 50 mandates that a limited company must appoint a company secretary within 6 months from the inception of the company and this appointment must not be left vacant for more than 6 months.
Role of a Company Secretary
Company Secretaries are officers of a company. They are responsible for many aspects of compliance requirements of the company. They are the “advisors” of the Chairman of the Board and the Board of Directors. They keep the Board up to date on compliance requirements and hold an administrative role on timeline for annual filing and holding of annual general meetings besides organising and attending board meetings and executive committee meetings.
A natural person who is a Singapore resident (i.e. a Singapore citizen, a Singapore permanent resident or a holder of valid work pass) over the age of 18 is eligible to serve as a company secretary for a private limited company in Singapore.
Competency in carrying out statutory duties as a company secretary has always been a concern for many private limited companies and business owners. Wise business owners would prefer a qualified and experienced company secretary so that they could focus on what they do best to bring revenue for their companies and trust the company secretary to carry their duties.
Key Responsibilities of a Company Secretary:
The company secretary usually carries out the following tasks:
- Maintain the company’s registers and minute books.
- Administer directors’ and shareholders’ meetings, attend and record minutes of meetings.
- Provide advisory or assistance to the Chairman of the meeting.
- Monitor and manage the timeline for annual return filing dates and any other deadlines on the filing with ACRA.
- Provide the company with advice about and take care of the necessary electronic filings with the ACRA for internal corporate changes within deadlines specified by the ACRA.
- Ensure the corporate seal is kept safely and used appropriately, if applicable.
- Inform the Board of Directors on any pertinent statutory regulation changes.
- Function as a link between the company and the appropriate authority in relation to the demands of the business, such as ACRA, the Stock Exchange, and the Singapore Inland Revenue Authority.
The following are subject to corporate secretarial services fees:
- Corporate Secretarial Services / Corp Sec Services:
- Company Incorporation
- Corporate Secretary Service
- Resident Director Nominee
- Registered Office Address
- Company Striking Off
- Change of Registered Office Address and Business Hours
- Convert Sole Proprietorship to Private Limited Company
- Convert a Limited Liability Partnership to a Private Limited Company
- AGM and submitting an annual report to ACRA
- Extension of Time to Hold AGM and/or to File Annual Return
- Change of Financial Year End
- Update of Paid-up Capital
- Change of Company Name
- Making of Common Seal
- Change of Business Activities
- Approval of Directors’ Fees at General Meeting
- Directorship changes
- Appointment of first Auditors
- Change of Auditors
- Shares Transfer
- Shares Allotment
- Update of shareholder information
- Change of Company Secretary
- Change of the location of the Members Register
- Update of nominee directors, nominee shareholders, registrable controllers and beneficial owners
- Register the Use of Alternate Address.
- Attendance of Company Secretary or Representative at the meeting
- Regulatory or Statutory Requirements Documents for Corporations:
- The updating of the Data Protection Officer with ACRA
- Amendments of the Company’s Constitution
- Preparation of Papers for Board Meetings, Committees Meetings, AGM or EGM
- Minutes recording
- Drafting of Board Resolutions
- Drafting of Shareholders’ Resolutions
- Declaration of Interim or Final Dividends
- Updating the Controllers’ Register with ACRA
- AGM for Private Limited Company approves director fees
- Certifying Companies’ Official Documents
- Accounting Services:
- Setting Up Accounting System
- Compilation of unaudited financial statements
- Corporate Tax Services:
- Tax Computation
- Estimated Chargeable Income
- Tax Return Filing with IRAS
- Personal Income Tax:
- Personal Tax Computation and Filing
With this, we hope that it has given you an insight of why it is important to outsource corporate secretarial services.
Stated with the breakdown of corporate secretarial services fees, we encourage you to engage the services!
A wise decision will go a long way and will always save you precious time and from unnecessary pain.
Our existing clients are our best testimonials. Please feel free to talk to any of our clients and you will know they are wise.