The Role of a Company Secretary in Singapore: Legal Obligations and Duties

In Singapore, the role of a company secretary is vital for ensuring that a company adheres to all statutory regulations and maintains proper governance. The company secretary is a key officer whose responsibilities encompass a wide range of legal and administrative tasks. This article explores the legal obligations and duties of a company secretary while registering a company in Singapore, highlighting their importance in corporate governance.

Legal Obligations

1. Statutory Compliance:

   • The company secretary must ensure the company complies with the Companies Act and other relevant regulations. This includes filing annual returns, maintaining statutory registers, and ensuring timely submission of documents to the Accounting and Corporate Regulatory Authority (ACRA) .
   • They must also be aware of and adhere to any changes in legislation, ensuring the company remains compliant.

2. Board Meetings and Resolutions:

   • Organizing board meetings, including sending out notices, preparing agendas, and ensuring minutes are accurately recorded and stored.
   • Advising the board on governance matters and ensuring that resolutions are properly documented and implemented.

3. Shareholder Communications:

   • The company secretary acts as a liaison between the company and its shareholders, ensuring effective communication and handling queries.
   • They are responsible for preparing and dispatching notices of general meetings and ensuring that these meetings are conducted in accordance with statutory requirements.

Administrative Duties

1. Corporate Governance:

   • The company secretary plays a crucial role in ensuring the company adheres to good corporate governance practices. This involves advising the board on governance matters and ensuring that the company complies with the Singapore Code of Corporate Governance.
   • They also facilitate the induction and ongoing training of directors to ensure they are aware of their responsibilities and the company’s governance policies.

2. Record Keeping:

   • Maintaining the company’s statutory registers, such as the register of members, directors, and secretaries.
   • Ensuring that all corporate documents, including the company’s constitution, board resolutions, and minutes of meetings, are properly maintained and accessible.

3. Advisory Role:

   • Providing guidance to the board and management on corporate governance matters, including the legal implications of decisions and actions.
   • Keeping the board informed of developments in corporate governance and changes in regulatory requirements.

Additional Responsibilities

1. Risk Management:

   • The company secretary is often involved in the company’s risk management processes, ensuring that risks are identified, assessed, and managed effectively.
   • This includes ensuring that the company has appropriate insurance coverage and that risk management policies are implemented and reviewed regularly.

2. Ethical Standards:

   • Promoting ethical standards within the company by ensuring compliance with legal and regulatory requirements and promoting a culture of integrity and accountability.
   • This includes ensuring that the company’s code of conduct is communicated and adhered to by all employees.

3. Corporate Social Responsibility (CSR) :

   • The company secretary may also be involved in the company’s CSR initiatives, ensuring that these activities are aligned with the company’s values and strategic objectives.
   • This includes coordinating CSR programs and reporting on their impact to the board and stakeholders.

Conclusion

The role of a company secretary in Singapore is multifaceted, encompassing a range of legal, administrative, and advisory duties. Their contribution is essential for ensuring statutory compliance, promoting good corporate governance, and supporting the board in fulfilling its responsibilities. By fulfilling these obligations, the company secretary helps to safeguard the company’s reputation and ensure its long-term success.