Appointing Corporate Secretary in Singapore– Are you looking to appoint a Corporate Secretary in Singapore for your Singapore company? This article sets out 8 key things to note when choosing your next company secretary for your Singapore private limited company.
A non-exhaustive list of the general roles of the Corporate Secretary in Singapore
- To ensure that all regulatory obligations are met;
- To ensure that all business interests of the company are protected;
- To assist the board to ensure that corporate governance is complied with;
- To be present at the company’s registered office;
- To main the statutory register of the company;
- To assist the company with annual return filings with ACRA; and
- To be named in ACRA’s record as the company secretary.
A company secretary will also be involved in drafting the necessary paper work that a company will require over time including but not limited to the following:
- Change of registered address
- Change of company name
- Change of company profile
- Appointment or resignation of directors
- Change in directors’ details
- Appointment or resignation of the corporate secretary
- Change in the secretary’s details
- Changes in the share capital or distribution
- Any other special resolutions
Some key characteristics of a good company secretary in Singapore that you should take note of when hiring your next company secretary
#1 – Registered Filing Agent with ACRA
A company secretary that does corporate secretarial work as a business needs to register as a registered filing agent with ACRA. Such a registered filing agent needs to fulfill fit and proper criteria when making an application to ACRA and be approved by ACRA.
- Have been the secretary of a company for at least three of the five years immediately before their appointment as secretary of the public company
- Qualified person under the Legal Profession Act (Chapter 161)
- Public accountant registered under the Accountants Act (Chapter 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
#2- Sufficient experience and background
When choosing a corporate secretarial firm, there are many that just compete on pricing, but when you have an issue with ACRA or compliance, it is always better to engage a firm that has sufficient experience in ACRA and Companies Act (Cap.50) compliance.
If you have a choice, always go with a team that has more experience as that will you find that helpful in the longer term.
#3- Familiar with the filing of Annual Returns
Each year, a Singapore company needs to convene an annual general meeting (AGM) to approve the accounts of the company and thereafter file an annual return with ACRA.
Informal company secretaries may fail to prepare the necessary documentation for such AGM and consequently will fail to file the annual return with ACRA. This will mean that in an extreme case which we have seen, a company gets fined for not convening its annual general meeting and for not filing its annual return and this fines will continue for each year that this compliance is not carried out.
We have seen cases where a company got fines twice each year and for 6 years concurrently until the director rectified this and there was a sizable fine paid to ACRA.
When appointing Corporate Secretary in Singapore do check that they know their timelines to avoid fines.
#4- Able to monitor filing deadlines
Other than the annual return deadlines, there are many other statutory timelines in the Companies Act (Cap. 50) that companies should note. For example, one of our startup clients tried to file a capital reduction by themselves and in the end both the initial filings and the end filing was out of time and resulted in a protracted process of rectification involving possible meetings with ACRA and court applications.
#5- Able to provide nominee directors for non-Singapore founders
Non-Singapore companies should note that any Singapore company whether newly incorporated or current in Singapore, needs a Singapore resident director (typically, Singapore citizen, PR or employment pass holder (assuming that there are no special MOM restrictions on such EP holder being a director of a Singapore company).
Most company secretaries in Singapore may also provide nominee director services. Do ask them for this if necessary.
#6- Management of the Register of Members
Many companies spend a lot of time preparing business plans and doing business development in an attempt to grow the business and in turn the valuation of the firm. However, some companies fail to maintain a proper register of members and when a potential investor or buyer of the firm companies to look at the register of members, the valuation of the company may be discounted greatly.
A good company secretary will know that keeping good records of the register of members is key to a good subsequent funding round or potential exit. Do choose your company secretary wisely.
#7- Good communication skills
A company secretary needs to communicate with both internal and external stakeholders for your company (for example auditors/potential investors/buyers), so you would want to hire a firm that is tactful and competent in negotiations.
#8- Good planning and keen eye to monitor your filing timelines
When appointing a Corporate Secretary in Singapore, you should look for a firm that has a good eye for detail and able to help you comply with all your legal filing and other requirements before the relevant due date.
About Raffles CPA
Raffles CPA is a leading global professional services firm headquartered in Singapore that serves global clients.
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