Appointing a company secretary is important in incorporating a company in Singapore.
The Accounting and Corporate Regulatory Authority (ACRA), which is the national regulator of business entities and public accountants, mandates that every company must appoint a company secretary within six months of the date of its incorporation. Importantly, the appointee must be residing locally in Singapore and he or she must not be the sole director of the company.
Please note that while it is possible for a locally resident company director to also be the company secretary, but only when the company has more than one director.
The definition of “residing locally” is similar to the one for “ordinarily resident” company director. This means that the Singapore company secretary must have his or her usual place of residence as Singapore and may be a Singapore Citizen, Singapore Permanent Resident, an EntrePass holder or an Employment Pass holder issued with such a pass to work in the company concerned. (Note: S pass holders can also fulfil the role of a company secretary. However, S pass holders can’t act as company director.)
Failed to comply? Who will be held responsible – the company directors or the company secretary?
ACRA’s advise on this is very clear:
“Although the ultimate responsibility for complying with legal obligations lies with the company directors, the company secretary may also be held liable for the company’s failure to comply with the law in certain situations.”
Why?
Because the Singapore Companies Act recognises the dependence of company directors on the company secretary for guidance on statutory compliance issues.
ACRA also includes company secretaries in its definition of ‘officer’, which mean they are bound by all the relevant duties and obligations. Thus, the company secretary cannot ignore any instance of non-compliance and should bring it to the attention of the directors immediately.
Roles and Responsibilities of a Singapore Company Secretary
All companies incorporated in Singapore must fulfill a key requirement of appointing a company secretary who must be a resident of Singapore.
If the company has only one director, he cannot act as a company secretary. However if the company has more than one director, one of the directors can also act as company secretary.
Even though the Singapore Companies Act doesn’t define the role, duties and responsibilities of a company secretary, he or she is the officer primarily responsible for administrative and reporting functions mandated by law. Thus, it is the job of the company secretary to assist the company directors in ensuring that the company meets all its regulatory obligations.