When it comes to legal compliance, a corporate secretary in Singapore serves as the company’s backbone. They are frequently depended on for guidance and solutions because of their vast understanding of the company’s internal governance. Whenever there is an internal issue between stakeholders and directors, a corporate secretary will typically step in to settle and calm down the situation.
A corporate secretary is a certified professional who is hired by an organisation to do administrative and compliance tasks. According to the Accounting & Corporate Regulatory Authority’s (ACRA) standards and regulations, the process of incorporating a company in Singapore is not complete until a corporate secretary is appointed. Whether you’re already a corporate secretary or just considering taking on this role, you’re sure to find everything here that you need to succeed in your job and to avoid any deadline falls through the cracks.
Key Responsibilities of Corporate Secretaries You Should Know
One of the most widespread myths regarding corporate secretaries is that they are just administrative assistants. As a corporate secretary in Singapore, you’re tasked with many critical responsibilities from managing shareholder relations to staying abreast of legal and regulatory compliance. Because of this, it can be difficult to keep track of the various roles and responsibilities you must fulfil. That’s why we’ve compiled this helpful guide. You’ll find an easy-to-read checklist of the key roles and responsibilities for a corporate secretary in Singapore.
- Maintaining Statutory Registers for the Company
When you crack down the vacancy of Corporate Secretary in Singapore, you have the responsibility of ensuring that the Company’s statutory registers and other company records are kept up-to-date and accurate. Specifically, you should make sure that the following records are up-to-date and accurate at all times:
- Company’s share register
- Company registers of members
- Minutes of Board meetings
- Minutes of General Meetings
- Other registers such as directors’ interests and proxy registers
- Register of charges/mortgages/pledges/debentures
- All contracts or agreements entered into by the Company
Keeping the company’s statutory records is an intensive task that is frequently overlooked. The directors, on the other hand, have a legal obligation to maintain statutory records up to date. Failure to do so is a crime. Penalties will be imposed on both the corporation and its directors, as well as any damage to reputation that may occur. So, this is a crucial task to maintain the legal compliance of the company as well as to protect against any potential liabilities.
- Facilitating Board and Shareholder Meetings
As a corporate secretary in Singapore, one of your most important duties is to facilitate board and shareholder meetings. This involves assisting in the preparation of the agenda, ensuring that all materials and supporting documents used are up-to-date and accurate, and making sure that the minutes are taken accurately.
It’s important to stay on top of this role to ensure that all stakeholders are kept informed about any corporate actions as soon as possible. To do this, you’ll need to know how to provide notice of meetings prior to said meeting scheduled, prepare agenda in accordance with governing laws, regulations, and rules, file documents related to corporate activities with appropriate regulatory bodies, maintain records of all board decisions and resolutions adopted during the meeting and ensure that minutes reflect a fair and accurate record of proceedings.
- Taking Minutes at Meetings and Circulating Resolutions
When you work for this designation or hire someone for this role of corporate secretary in Singapore, it’s main responsibility to take accurate minutes at all board meetings, general meetings and other proceedings. Minutes should include the date, time and location of the meeting, as well as all decisions made during the meeting. If decisions are made outside of a board or general meeting, you’ll need to record and circulate those records as well.
In addition to taking minutes, you must also document any resolutions that are passed during the meeting. Resolutions must be circulated to all relevant parties for review and consent. If a resolution is rejected, the minutes should include detailed explanations of why it was not accepted. Furthermore, your documents will provide insight into past decisions that may inform future decision-making processes.
- Ensuring Compliance with Laws and Regulations
The role of corporate secretary in Singapore has evolved with every year regulations evolve, he or she is responsible for ensuring compliance with all applicable laws and regulations. This includes filing the required statutory returns with the Accounting and Corporate Regulatory Authority (ACRA) when due, and understanding the company’s obligations under the Companies Act.
Filing appropriate documents within stipulated deadlines is essential for any company’s business operations to continue without interruption. Should also be well-versed in identifying potential areas of non-compliance that require corrective action on your part to prevent legal penalties or fines by the relevant authorities. Monitoring changes in corporate law and regulation and making sure that the company complies with them.
Ensuring timely filing of statutory returns to ACRA. Tracking ongoing changes in regulations or legislation related to corporate governance, financial reporting, internal audit, risk management, securities laws and other relevant areas.
- Liaising With Relevant Government Authorities
The Company Secretary must be well-versed in the Company’s bylaws. To do so, the firm Secretary must stay current on legislative and regulatory developments that may affect the company. It’s essential that corporate secretary in Singapore keep up to date with all the relevant government regulations and authorities. Your organization must be able to effectively liaise with the respective parties to ensure a smooth and compliant business operation.
Responsibilities comes under the umbrella of this section are follows:
- Monitoring any changes in legal requirements, policies or regulations which may affect the company.
- Ensuring all forms and documents are filed correctly with the relevant government authorities.
- Keeping up to date with any payments, fees or taxes that are due and make sure they are paid on time Working closely with government departments such as ACRA (Accounting and Corporate Regulatory Authority) or IRAS (Inland Revenue Authority of Singapore).
Providing Support to the Chairman and Board of Directors
As the corporate secretary in Singapore for a company, you have a responsibility to provide support to the Chairman and Board of Directors as they drive the company’s strategy and vision. Arranging for all necessary materials needed for board meetings, keeping minutes of meetings, decisions and resolutions, responding to Board inquiries, reviewing performance evaluation reports, assisting with customs or regulatory compliance issues and following up on compliance with any laws, regulations or rules applicable to the organization are all the tasks that the completion duty is on your shoulders.
Taking time to understand each of the Board Members’ roles will help you determine which tasks should be handled by which person in order to ensure maximum efficiency.
- Bringing New Directors Onboard
Boards cannot afford to have a poor onboarding experience for its directors. New directors are unlikely to arrive fully equipped and ready to begin straight away. As the Corporate Secretary, you have the important task of bringing any new Directors onboard.
Bringing new directors up to speed takes time and effort, especially if this is their first time on a board. The corporate secretary in Singapore is responsible for ensuring that the below mentioned concerns are handled promptly and efficiently.
- Ensuring that each Director is fully compliant with their legal and fiduciary responsibilities.
- Informing new directors of their rights written in contract, as well as any terms related to the specific role they will be undertaking.
- Facilitating the appointment process, including any paperwork required for submission to the relevant governmental bodies.
- Ensuring that each new Director understands their roles and responsibilities within the organization.
- Following up with ongoing performance reviews and feedback sessions to ensure that each director is meeting expectations.
It’s a big job, but it’s not one you have to face alone, corporate secretaries in Singapore get valuable support from other team members, such as company secretaries or legal staff. It’s important that you leverage this support whenever needed so you can keep track of all these crucial responsibilities effectively.
- Advising the Board on Good Corporate Governance Practices
Companies have to make sure that their management strategies are up to date with market trends. The Corporate Secretary in Singapore is in charge of duty to ensure that the Board and Management of your organization are informed of the best practices in corporate governance. This includes laws and regulations related to corporate governance, as well as board ethics and fiduciary duties.
In order to do this, they should consider obligations to complete such as monitor any applicable legal and regulatory changes that may affect the business, ensure the Board receives timely information on all proposed decisions or actions from Management, advise on all procedures, processes and documents related to corporate governance, facilitate dialog between Management and the Board to ensure strategic initiatives are properly communicated and act as a resource for information on internal controls, risk management policies, ethical practices and more.
You should be proactive in helping Management understand their responsibilities in respecting good corporate governance conventions. In addition, you should remain open to feedback from both parties on how the company can improve its management processes.
- Managing Relations with Regulatory Bodies
You’re responsible for ensuring that your business remains in compliance with all local regulations and that any external concerns are addressed. This includes staying up to date on all rules and regulations related to the industry, as well as managing communications and relationships with government entities such as ACRA, IRAS, CPF Board and other corporate authorities.
To ensure compliance with these regulations, it is important to stay informed about any changes that may affect the operations of your business. This requires proactive management on your part, prepare reports and documents for submission, respond to notifications of non-compliance, as well as a system for keeping track of any rules or regulations issued by government agencies or corporate authorities.
- Keep Confidential Documents Secure
Another significant role performed by the Company Secretary in Singapore is the protection of legal papers such as the certificate of incorporation, constitution, company seal, share certificates, shareholders’ agreement, and director’s service agreement. He/she should also ensure that all companies records are maintained securely, safely and confidentially. This will help protect against any potential data breaches or fraud. Documents should be categorised based on their level of sensitivity. To show the level of confidentiality, use labels or markers such as “Confidential” or “Top Secret.” This helps staff realise the importance of properly managing papers.
- Handling Corporate Disclosures and Announcements
The company should adhere to all applicable disclosure and announcement regulations. This includes both external and internal announcements to shareholders and other stakeholders regarding all matters of importance. In order to effectively manage corporate disclosures and announcements, here are some tasks you must track:
- Maintaining updated records related to corporate disclosures and announcements.
- Researching applicable laws, regulations, by-laws, policies, notices, etc., relevant to the disclosure or announcement process.
- Drafting and issuing corporate disclosures/announcements in a timely manner.
- Monitoring compliance with internal procedures as well as legal requirements.
- Liaising with relevant parties when preparing corporate disclosures/announcements such as auditors, lawyers etc.
- Facilitating responses from shareholders regarding disclosure or announcement queries.
- Analysing the impact of such decisions on the company’s reputation.
It is important for corporate secretary job in Singapore to remain up-to-date on all legal and regulatory requirements so that the company can accurately fulfil its corporate reporting obligations.
Having proper corporate governance is essential for any business, and hiring a corporate secretary in Singapore is as essential as water for human body. They have a critical role to play in ensuring that everything runs smoothly. We hope this checklist can help you stay relevant and on top of all the important tasks which are supposed to delegate to them, so you can focus on fulfilling the other needs of your organization.
Company Incorporation Service offers dependable services to help organisations of all sizes reach their full potential. We are devoted to assist your business in simplifying corporate secretarial services in Singapore and meeting your unique needs with our cost-effective packages, allowing you to focus on what you do best while we handle the rest.