Company Secretary

Every Singapore company must appoint a secretary within 6 months of the date of its incorporation. The company secretary must be residing locally in Singapore. He/She must not be the sole director of the company.

What is a company secretary

A company secretary is a senior position in a private company or a public listed company. Regardless of the name, it is not a secretarial or clerical position. A pivotal role is being played by company secretaries in a company. They are the company’s named representative on legal documents and they have to make sure that the company and its directors comply with all the requirements of the law within the meaning of the Company’s Act. It is their responsibility to ensure that the shareholders are registered, they also have to communicate with the shareholders, keep a list of directors, ensure dividends are paid and maintain all annual accounts

Eligibility

The secretary of a public company must comply with the Companies Act and must possess at least one of the following qualifications:
 

• Been a secretary of a company for at least 3 of the 5 years immediately before his appointment as secretary of the public company.
• Qualified person under the Legal Profession Act (Cap. 161).
• Public accountant registered under the Accountants Act (Cap. 2).
• Member of the Institute of Certified Public Accountants of Singapore.
• Member of the Singapore Association of the Institute of Chartered Secretaries and Administrators.
• Member of the Association of International Accountants (Singapore Branch).
• Member of the Institute of Company Accountants, Singapore.

Major responsibilities

• Board meetings

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

• Ensure company meets compliance

  Ensuring compliance of the constitution by the company; drafting and incorporating amendments in accordance with correct procedures. Monitoring and ensuring compliance with the Companies Act and other relevant legal requirements

• Shareholding communication&monitoring

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

  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.

• Accounts & reports

  Co-coordinating 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.

• Returns

  Updating authority on followings:

  • Change company name
  • Change directors/shareholders or their particulars of the company
  • emoval from office in accordance with the Act or constitution
  • Annual return
  • Change of shares
  • Chnage company constitution
  • Any other chnages that requires updating authority records.
  • disqualification from holding office