What Does a Company Secretary in Singapore Do? A Guide to Their Responsibilities and Liabilities
In Singapore, a company secretary is a vital role in a company’s corporate structure. The company secretary is responsible for ensuring that the company complies with all relevant laws and regulations, and is accountable to the company’s directors and shareholders. In this article, we will explore the responsibilities and liabilities of a company secretary in Singapore, and provide a comprehensive guide to help you understand their role.
Responsibilities of a Company Secretary in Singapore
The company secretary is responsible for ensuring that the company is compliant with all relevant laws and regulations, including the Companies Act, the Securities and Futures Act, and the Financial Advisers Act. Some of the key responsibilities of a company secretary in Singapore include:
- Preparation of Annual Returns and Financial Statements: The company secretary is responsible for preparing and filing the company’s annual returns and financial statements with the Accounting and Corporate Regulatory Authority (ACRA).
- Conduct of General Meetings: The company secretary is responsible for convening and conducting general meetings of the company, including annual general meetings and extraordinary general meetings.
- Maintenance of Company Records: The company secretary is responsible for maintaining accurate and up-to-date records of the company’s shareholders, directors, and officers.
- Compliance with Regulatory Requirements: The company secretary is responsible for ensuring that the company complies with all relevant regulatory requirements, including those related to corporate governance, accounting, and taxation.
- Advice to Directors and Officers: The company secretary provides advice to the company’s directors and officers on their duties and responsibilities, and ensures that they are aware of their obligations under the Companies Act and other relevant laws.
Liabilities of a Company Secretary in Singapore
The company secretary is personally liable for any breaches of the Companies Act or other relevant laws, and can be held accountable for any losses or damages suffered by the company or its shareholders as a result of their negligence or breach of duty. Some of the key liabilities of a company secretary in Singapore include:
- Criminal Liability: The company secretary can be held criminally liable for any breaches of the Companies Act or other relevant laws, and can be fined or imprisoned if convicted.
- Civil Liability: The company secretary can be held civilly liable for any losses or damages suffered by the company or its shareholders as a result of their negligence or breach of duty.
- Professional Negligence: The company secretary can be held liable for professional negligence if they fail to perform their duties to a reasonable standard, and this failure causes loss or damage to the company or its shareholders.
Requirements to be a Company Secretary in Singapore
To be eligible to act as a company secretary in Singapore, an individual must:
- Be a natural person: The company secretary must be a natural person, and not a corporation or other legal entity.
- Be resident in Singapore: The company secretary must be resident in Singapore, or have a place of business in Singapore.
- Have the necessary qualifications and experience: The company secretary must have the necessary qualifications and experience to perform their duties to a reasonable standard.
Conclusion
In conclusion, the role of a company secretary in Singapore is a vital one, and requires a high level of expertise and professionalism. The company secretary is responsible for ensuring that the company complies with all relevant laws and regulations, and is accountable to the company’s directors and shareholders. It is essential that companies in Singapore understand the responsibilities and liabilities of their company secretary, and take steps to ensure that they are properly qualified and experienced to perform their duties.
FAQs
Q: What are the key responsibilities of a company secretary in Singapore?
A: The key responsibilities of a company secretary in Singapore include preparation of annual returns and financial statements, conduct of general meetings, maintenance of company records, compliance with regulatory requirements, and advice to directors and officers.
Q: What are the liabilities of a company secretary in Singapore?
A: The liabilities of a company secretary in Singapore include criminal liability, civil liability, and professional negligence. The company secretary can be held personally liable for any breaches of the Companies Act or other relevant laws, and can be fined or imprisoned if convicted.
Q: What are the requirements to be a company secretary in Singapore?
A: To be eligible to act as a company secretary in Singapore, an individual must be a natural person, resident in Singapore, and have the necessary qualifications and experience to perform their duties to a reasonable standard.
Q: Can a company secretary in Singapore be held liable for the actions of the company’s directors and officers?
A: Yes, a company secretary in Singapore can be held liable for the actions of the company’s directors and officers if they fail to perform their duties to a reasonable standard, and this failure causes loss or damage to the company or its shareholders.
Q: How can a company ensure that its company secretary is properly qualified and experienced?
A: A company can ensure that its company secretary is properly qualified and experienced by conducting thorough background checks, verifying their qualifications and experience, and ensuring that they have the necessary skills and knowledge to perform their duties to a reasonable standard.
