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Nov 28th, 2018
All You need to Know about the Company’s Secretary Roles and Responsibilities in Singapore

The roles, responsibilities, and duties of a company’s secretary are not defined by the Singapore Companies Act. The officer, however, is primarily responsible for all the administrative and reporting activities that are mandated by law. Therefore, the company secretary should give due assistance to the company directors to meet the goal of ensuring ensure that all the company’s regulatory obligations are met after Singapore business incorporation.

Major Roles Performed by a Singapore Company Secretary
The roles and responsibilities performed by the Company Secretary are broadly categorized into three depending on whom the secretary is answerable to.

To the Company:

The company secretary has to ensure that there is proper compliance to relevant statutory obligations, adequate protection of the company’s business interest at all times, practice of good corporate governance, and regular presence at the company’s legally registered office.

To the Company Directors:

It is the secretary’s role to serve as an advisor, give proper guidance, and required support to the director. He or she should also share with them timely and relevant information to ensure they make appropriate contributions during board meetings involving major decision-making processes.

To the Company Shareholders:

The company secretary has the responsibility of making regular communications with the company’s shareholders as well as ensures there is adequate protection of the stakeholders’ interests. They must also ensure there is the timely dissemination of the financial statements.

ACRA outlines the secretary’s roles as follows:

  • Maintaining the company’s statutory records and registers
  • Arranging director and stakeholder meetings
  • Timely lodging and filing of all the necessary documents as per the legal requirements
  • Providing administrative support in the preparation of meetings
  • Ensuring that the company complies with all its legal obligations
  • Making adequate communication with shareholders etc

Duties Performed by the Company’s Secretary in Singapore

The secretary of a company in Singapore has few core duties, some additional duties as well as specific fiduciary duties.

The Core Duties Involve:

  • Ensuring proper Statutory compliance with the legal requirements
  • Organizing and facilitating Board meetings
  • Arranging Annual General meetings as per the Companies Act
  • Ensuring the company complies with MAA (Memorandum & Articles of Association)
  • Performing duties related to the non-executive directors of the company that is channeling information relevant to them.
  • Ensuring good corporate governance
  • Ensures safe custody and ideal use of the company seal, company identity, etc.

Additional Duties Include:

The duties mentioned in the employment contract. This is dependent on the work experience and the professional qualifications an individual has. The duties may be classified as legal, human resource, accounting/finance, general management or general administration in nature.

The Fiduciary Duties Include:

  • Putting the company’s best interest first
  • Avoiding conflict of interests
  • Carrying out all duties with reasonable diligence and care etc.

Powers Possessed by the Company Secretary

In Singapore, the company secretary has the power of authenticating documents or the formal proceedings carried out by the concerned company. He or she can issue certified copies of the company’s resolutions with any company directors. More information can be obtained after Singapore business incorporation.

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