• Maintaining the statutory register of companies and related records
• Arranging meetings of shareholders and directors
• Submission of all documents necessary for registration under laws and regulations
• Administrative support in the preparation of meetings
• Provide full legal and administrative support to the Board of Directors.
• Assist in the implementation of the company’s corporate strategy, ensuring that the Board’s decisions are well implemented and communicated
• Ensure that the company’s meetings comply with its legal obligations
• Keeping abreast of Singapore’s laws and regulations
• Adequate communication with shareholders

Please note

While company directors are ultimately responsible for complying with laws and regulations, the company’s statutory secretary is also responsible for the company’s contravention of the law in certain circumstances. This is because the Singapore Companies Act recognises the decisions made by the directors based on the guidance provided by the secretary on compliance with the law. The secretary is defined as an “officer” of the company, meaning that he or she is bound by the duties and responsibilities associated with the office. Therefore, the statutory secretary of a company in Singapore is required to report to the directors on administrative matters of the company in a timely manner.

The roles of a Statutory Secretary in a Singapore company can be summarised in three points.

1. As an advisor to the company’s board of directors, the statutory secretary is required to follow the normal procedures for inducting new directors into the company; to provide the necessary administrative and practical support to the directors; and to deliver timely information to each director to facilitate the convening of the board.
2. The company secretary is required to ensure that the company is operating in compliance with the relevant laws and regulations, that the company’s business interests are at the heart of the company’s operations, and that the decisions of the board of directors are properly implemented.
3. Due to the close relationship between the statutory secretary and the board of directors, the secretary is the most convenient point of contact for shareholders on matters relating to the company. The company secretary needs to interact with the shareholders of the company on a regular basis to ensure that the interests of the shareholders are taken into account in the running of the company. For example, the secretary ensures that the company’s financial reports are sent to the company’s shareholders in a timely manner so that they are well prepared for the company’s annual general meeting.

The main duties of the Statutory Secretary of a Singapore company are as follows.

1. The Secretary is responsible for the timely submission of the company’s accounts to the Accounting and Corporate Regulatory Authority of Singapore (ACRA) and the filing of the relevant mandatory registration documents in accordance with the Singapore Companies Act.
2. Responsible for matters relating to the Board of Directors
3. Responsible for matters related to company meetings
4. Responsible for corporate charter matters
5. Keeping records of company registrations and filings such as membership; company fees; company directors, managers, secretaries and auditors; company directors’ interests in shares and bonds; holders of bonds; minutes of meetings
6. Filing of statutory documents such as filing of share changes with ACRA, amendments to the Articles of Association, appointment or removal of directors and secretaries of the company; board resolutions, etc.
7. Reporting & Finance, assisting in the publication and transmission of the company’s annual report, ensuring that the annual financial report is properly prepared in accordance with laws and regulations, etc.
8. Registration of shares, maintenance of registration documents for members of the company, supervision of share grants and other matters relating to shareholders’ shares
9. Advise on corporate governance development and assist company directors in proposing, implementing and maintaining good corporate governance practices.
10. Ensure that the company seal is used correctly and is well stored.
11. Notifying ACRA in the event of a change in the company’s registered address
12. As required by the Companies Act, the Secretary shall ensure that the company’s name and other information is included in all company correspondence, circulars and other official company documents.
13. Ensure that company insurance has sufficient cover to protect the company, directors, office staff, and premises
14. Assist and oversee the operations of the company’s overseas offices and ensure that they comply with the laws and regulations of the cities in which they are located.

Clearly, being a company statutory secretary is not an easy job. The statutory secretary also has a very high status in the company; for example, the statutory secretary’s signature on a written document of a board resolution is a proof that the board resolution has been passed.

Therefore, the more experienced the secretary, the higher the salary.