Singapore’s Companies Act 2014: Key Provisions and Requirements for Company Secretaries
The Companies Act 2014 is a significant legislation in Singapore that aims to modernize the country’s corporate landscape. The Act came into effect on January 1, 2015, and has brought about significant changes to the way companies are incorporated, managed, and regulated in Singapore. In this article, we will explore the key provisions and requirements of the Companies Act 2014 that affect company secretaries.
Role of the Company Secretary
Under the Companies Act 2014, the company secretary plays a crucial role in the management and administration of a company. The company secretary is responsible for ensuring that the company complies with all relevant laws and regulations, including the Companies Act 2014. The company secretary must also ensure that the company’s constitutional documents, such as the memorandum and articles of association, are updated and maintained.
Key Provisions of the Companies Act 2014
Some of the key provisions of the Companies Act 2014 include:
- Director’s Duties: The Companies Act 2014 has expanded the duties of directors to include a duty to act in good faith and in the best interests of the company, as well as a duty to exercise reasonable care, skill, and diligence.
- Share Capital: The Act has introduced a new regime for the issue and redemption of shares, which includes the requirement for a minimum subscription period and the need for a resolution to be passed by the company’s shareholders before shares can be issued or redeemed.
- Financial Statements: The Act requires companies to prepare and file financial statements that comply with the International Financial Reporting Standards (IFRS) or the Singapore Financial Reporting Standards (SFRS).
- Annual General Meeting (AGM): The Act requires companies to hold an AGM once every calendar year, and to provide shareholders with a notice of the meeting and a copy of the financial statements.
- Resolutions: The Act requires resolutions to be passed by the company’s shareholders, including resolutions for the issue and redemption of shares, the payment of dividends, and the appointment and removal of directors.
- Auditors: The Act requires companies to appoint an auditor who is a qualified accountant, and to provide the auditor with access to all financial records and information.
Requirements for Company Secretaries
Company secretaries in Singapore must comply with the following requirements:
- Licensing: Company secretaries must be licensed by the Accounting and Corporate Regulatory Authority (ACRA) to practice as a company secretary.
- Qualifications: Company secretaries must possess relevant qualifications, such as a degree in law, accounting, or a related field, and must have at least 2 years of experience in a similar role.
- Professional Indemnity Insurance: Company secretaries must have professional indemnity insurance to cover themselves against any claims or liabilities arising from their duties as a company secretary.
- Continuing Professional Development (CPD): Company secretaries must complete CPD hours to maintain their licenses and stay up-to-date with changes in the law and regulations.
Conclusion
In conclusion, the Companies Act 2014 has introduced significant changes to the way companies are incorporated, managed, and regulated in Singapore. Company secretaries play a crucial role in ensuring that companies comply with the Act, and must be aware of the key provisions and requirements of the Act. By understanding the requirements of the Companies Act 2014, company secretaries can ensure that they are providing effective support to their clients and staying up-to-date with the latest developments in the corporate landscape.
FAQs
Q: What is the role of a company secretary in Singapore?
A: A company secretary in Singapore plays a crucial role in the management and administration of a company, and is responsible for ensuring that the company complies with all relevant laws and regulations, including the Companies Act 2014.
Q: What are the key provisions of the Companies Act 2014?
A: The key provisions of the Companies Act 2014 include the expanded duties of directors, the new regime for the issue and redemption of shares, the requirement for companies to prepare and file financial statements, and the need for companies to hold an annual general meeting.
Q: What are the requirements for company secretaries in Singapore?
A: Company secretaries in Singapore must be licensed by the Accounting and Corporate Regulatory Authority (ACRA), possess relevant qualifications, have professional indemnity insurance, and complete continuing professional development (CPD) hours.
Q: What are the consequences of non-compliance with the Companies Act 2014?
A: The consequences of non-compliance with the Companies Act 2014 can include fines, imprisonment, and even the strike-off of a company’s name from the register.
Q: How can company secretaries stay up-to-date with changes in the law and regulations?
A: Company secretaries can stay up-to-date with changes in the law and regulations by completing continuing professional development (CPD) hours, attending seminars and workshops, and subscribing to industry publications and newsletters.
