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Company Secretary

Under Section 171 of the Singapore Company’s Act (Cap. 50), every company must appoint a Company Secretary within six months from the date of its incorporation.

Duties of a Company Secretary

A Company Secretary is the backbone of all administrative and compliance-related functions in the company. The person is in charge of administrative and reporting responsibilities, such as establishing and maintaining the company’s records and assisting the company director(s) in ensuring that the company's records comply with all regulatory requirements on a timely basis. These include (but not limited to):

• Administering, attending and preparing minutes of meetings
• Ensuring compliance with any company-related statutory requirements and provisions
• Ensuring compliance with the company’s memorandum and articles of association and periodically updating the documents in response to changes in laws and practice
Ensuring safe custody and proper use of the company seal, if any filing of annual returns Recording of board resolutions

The Company Secretary plays a vital role in a company, particularly with regards to statutory compliance, and may be held liable for the company's failure to comply with the law in certain situations. He is also the key personnel in communicating important information about the company to its shareholders.

Who can be a Company Secretary?

A Company Secretary is an ordinarily resident in Singapore. By that, it means that his usual place of residence is in Singapore. A Singapore citizen, PR or an EntrePass holder is an ordinarily resident. Additionally, the person must satisfy at least one of the following criteria:

• Has been a secretary of a company for at least three of the five years immediately before his appointment as secretary of the public company.
• Is a qualified person under the Legal Profession Act (Cap. 161)
• Is a public accountant registered under the Accountants Act (Cap. 2)
• Is a member of the Institute of Certified Public Accountants of Singapore
• Is a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators
• Is a member of the Association of International Accountants (Singapore Branch)
• Is a member of the Institute of Company Accountants, Singapore