Statutory Secretarial Services


All companies registered in Singapore are required to have at least one resident statutory secretary at the time of incorporation. The board of directors is responsible for appointing a qualified secretary and determining the secretary’s renumeration package. Company directors need to ensure that qualified persons are selected as statutory secretaries of the company.

Is everybody can be a statutory secretary? Or it has to be a qualified secretary? Please continue to read.

To appoint a qualified statutory secretary for the company is to ensure that the person is familiar with the necessary knowledge and have relevant experience as statutory secretary of the company.

A new company must appoint a company secretary within 6 months of incorporation. Similarly, an existing company must ensure that the position of company secretary does not remain vacant for more than 6 months. In the event that there is not secretary or secretary is unable to perform the duty, the Assistant Secretary may carrying out the duties until the new secretary is appointed.

Like other directors in the company, the legal secretary of the company is the officer inside the company, under the Company Law, the secretary needs to do the following:

  1. To maximize the interests of the company for the purpose of
  2. Avoidconflicts of interests
  3. Be responsible and diligent at work
  4. Illegal benefits can not be obtained for the company through private transactions / Illegal benefits may not be obtained through private transactions with the company

In smaller companies, the company’s legal secretary is generally to do some administrative work such as some company documents and related registration, as well as financial declarations. In large companies, statutory secretaries generally take on more job responsibilities, such as ensuring that the executive part of the company complies with the requirements of Singapore’s laws and regulations.

 

The local director of the company can also act as a secretary of the company, which is fine, and then, if the company has only one director, then the sole director cannot act as a statutory member of the company at the same time under the Singapore Companies Act.

The legal secretary of a Singapore company is an important person in the company, because the secretary needs to do these things:

  1. Keeping the statutory register of the company and related records
  2. Arrange meetings of shareholders and directors
  3. Submit the necessary documents under all laws and regulations to register
  4. Administrative support in the preparation of meetings
  5. Comprehensive legal and administrative support for the Board of Directors
  6. Assist in the implementation of the company’s corporate strategy to ensure that board decisions are well implemented and communicated
  7. Ensure that the company’s meetings comply with legal obligations
  8. Keep up with Singapore’s laws and regulations in a timely manner
  9. Full communication with shareholders

 

Please note that:

Although the company’s directors bear the ultimate responsibility for complying with laws and regulations, the company’s legal secretary is also responsible for the company’s violation of the law in certain circumstances. This is because singapore’s corporate law recognizes decisions made by directors based on compliance advice guidance provided by the secretary. A secretary is defined as an “officer” public servant of a company, which means that the secretary is bound by the relevant duties and duties. Therefore, the statutory secretary of a company in Singapore must report the company’s administrative matters to the directors in a timely manner.

The role of the statutory secretary of a Singapore company in the company can be summed up in three points:

  1. As an adviser to the board of directors of the company, the statutory secretary is required to guide new directors into the company in accordance with normal procedures, provide the necessary administrative and practical support to the directors, and pass the information to each director in a timely manner to facilitate the convening of the Board of Directors
  2. The Statutory Secretary of the Company needs to ensure that the company operates in accordance with relevant laws and regulations, with the company’s business interests at the heart, to ensure that the decisions of the Company’s board of directors are properly enforced, and that the Company Secretary needs to provide guidance on business ethics and the operation of the Company.
  3. Due to the close relationship between the statutory secretary and the board of directors, it is most convenient for shareholders to communicate with the secretary on matters relating to the company. So the secretary needs to communicate with the company’s shareholders on a regular basis to ensure that the interests of the shareholders are well taken into account in the operation 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 shareholders can be well prepared before the company’s annual general meeting.

The main duties of the statutory secretary of a Singapore company are as follows:

  1. Regulatory compliance, Under the Singapore Companies Act, a company is required to archive the company’s documentation information and, if necessary, to make public information, and the Secretary is responsible for the timely closing of the Company’s accounts to the Accounting and Enterprise Authority of Singapore ACRA and the relevant necessary registration documents.
  2. Responsible for board-related matters
  3. Responsible for corporate meetings
  4. Responsible for the articles of association
  5. Keeping the company’s registration information and declaration records such as membership; company fees; company directors, managers, secretaries and auditors; interests of company directors in shares and bonds; holders of bonds; meeting minutes
  6. Declaration of statutory documents such as submission of share change documents to ACRA, amendments to the articles of association, appointment or separation documents for directors and secretaries of the company, resolution documents of the Board of Directors, etc.
  7. Reporting and Finance, assisting in the publication and transmission of the Company’s annual reports, ensuring that financial annual reports are properly prepared in accordance with laws and regulations, etc.
  8. Registration of shares, preservation of registration documents of members of the company, supervision of share allocations and other matters relating to shareholders’ shares
  9. Advising company directors on corporate governance development, assisting company directors in proposing, implementing and maintaining good corporate governance policies
  10. Ensure that the company seal is used correctly and is well kept
  11. ACRA needs to be notified if the company changes the registered address
  12. As required by the Companies Act, the Secretary ensures that the company’s letters, notices and other official external texts of the company contain the company’s name and other information.
  13. Ensure that corporate insurance has sufficient coverage to protect the company, directors, office staff, and officelocation
  14. To assist and supervise the operation of the company’s overseas offices and ensure that their offices comply with the laws and regulations of overseas office cities

Looked at the above, found no, when a company legal secretary is not an easy thing Oh! ! Of course, this secretary is not white, in the company is very positioned, how to say? For example, the statutory secretary’s signature on the written document of the board resolution is a proof that the board resolution was adopted! Oh, oh, that’s a cow!

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