According to the Accounting and Corporate Regulatory Authority (ACRA), it is compulsory for every company to appoint a company secretary within 6 months from its incorporation date, who must be a person locally resident in Singapore. This position in the company cannot be vacant for more than 6 months at any time.
A company secretary is an appointed compliance officer of the company, one who is the primary in charge of administrative and reporting duties that the company is required to fulfil by law. Any ACRA-related compliance work or filing deadlines are managed by the company secretary. The company secretary also has to ensure that compulsory meetings by law are held timely and appropriately. The agenda and meeting minutes for the Annual General Meetings (AGMs) and Extraordinary General Meetings (EGMs) are prepared and kept by the company secretary. Overall, the role of a company secretary is to ensure that every legal requirement set out by authorities such as ACRA are completely met on time.
The importance of a suitable and trustworthy company secretary cannot be undermined because they are given control over the legal compliance of the business. This is extremely necessary as failure to appropriately and punctually do so can lead to costly consequences for the company.
Listed below are some of the specific responsibilities and duties of a company secretary.
1. Maintenance and upkeeping of Statutory Registers
The company secretary has to maintain and update the statutory registers. This includes the register of shareholders, charges and members. The distribution of the company’s Annual Reports and accounts are also maintained by the company secretary.
2. Preparation of notice and agenda of meetings
The organisation and preparation of meetings such as AGMs must be done by the company secretary. They are also responsible that the company members and shareholders are notified timely if they need to attend these meetings.
3. Updating and filing with ACRA
The company secretary has to file the necessary forms and returns within specific timelines. This includes the Annual Returns, share allotments or share transfers, updating of the appointment and resignation of directors etc.
4. Custody of company seal
The company secretary ensures the safekeeping and proper use of the company seal on documents when required.
5. Insurance of the company
Ensuring that there is sufficient insurance covering for the company, directors, staff and office.