The Singapore Companies Act: A Guide to Company Secretarial Duties and Responsibilities

The Singapore Companies Act: A Guide to Company Secretarial Duties and Responsibilities

The Singapore Companies Act is a comprehensive legislation that regulates the incorporation, administration, and dissolution of companies in Singapore. As a company, it is essential to understand the various duties and responsibilities of a company secretary under the Act. In this article, we will provide an overview of the key aspects of company secretarial duties and responsibilities under the Singapore Companies Act.

Who is a Company Secretary?

A company secretary is a key officer of a company who is responsible for ensuring that the company complies with all statutory requirements and regulatory obligations. The company secretary is typically a qualified professional with expertise in corporate law, governance, and compliance. In Singapore, a company secretary must be a natural person and not a corporate entity.

Duties and Responsibilities of a Company Secretary

Under the Singapore Companies Act, the company secretary has several key duties and responsibilities, including:

• Preparation and Maintenance of Company Records: The company secretary is responsible for preparing and maintaining accurate and up-to-date records of the company, including the register of directors, register of shareholders, and minutes of meetings.
• Conduct of Board Meetings: The company secretary is responsible for ensuring that the company’s board of directors meets regularly and that minutes are taken and recorded.
• Compliance with Statutory Requirements: The company secretary must ensure that the company complies with all statutory requirements, including filing of annual returns, submission of financial statements, and payment of taxes.
• Advising the Board: The company secretary provides advice to the board of directors on corporate governance, regulatory compliance, and other matters.
• Maintenance of Confidentiality: The company secretary must maintain the confidentiality of information and documents related to the company.
• Provision of Information to Regulators: The company secretary must provide information to regulators, such as the Accounting and Corporate Regulatory Authority (ACRA), as required.

Key Provisions under the Singapore Companies Act

The Singapore Companies Act sets out various provisions that govern the duties and responsibilities of a company secretary. Some key provisions include:

• Section 175: Requires companies to have at least one company secretary who is a natural person.
• Section 176: Empowers the company secretary to perform any duty or function given to him by the company’s constitution or the board of directors.
• Section 177: Provides that the company secretary must be responsible for ensuring that the company complies with all statutory requirements.

Conclusion

In conclusion, the company secretary plays a vital role in ensuring that a company complies with all statutory requirements and regulatory obligations under the Singapore Companies Act. It is essential for companies to understand the duties and responsibilities of a company secretary and to ensure that they have a qualified professional in this role. The company secretary must be well-versed in corporate law, governance, and compliance and must be able to provide advice to the board of directors on these matters.

FAQs

• What is the role of a company secretary in Singapore? A company secretary is responsible for ensuring that a company complies with all statutory requirements and regulatory obligations under the Singapore Companies Act.
• Who can be a company secretary in Singapore? A company secretary in Singapore must be a natural person and not a corporate entity.
• What are the key duties and responsibilities of a company secretary? The key duties and responsibilities of a company secretary include preparation and maintenance of company records, conduct of board meetings, compliance with statutory requirements, advising the board, and maintenance of confidentiality.
• What are the penalties for non-compliance with the Singapore Companies Act? The penalties for non-compliance with the Singapore Companies Act can include fines, imprisonment, or both.
• Can a company secretary be removed from office? Yes, a company secretary can be removed from office by a resolution passed by the company’s board of directors or by court order.