Under Section 171 of Singapore Companies Act Charter 50, a company is required to appoint a Company Secretary within 6 months of its incorporation.
A company secretary must be either of
- Singapore citizen or permanent resident
- Holder of Singapore Employment Pass / EntrePass / Dependant Pass
- Costs : SGD 900 per annum (excl GST) for named secretary plus services stated below
Board Meetings
- Coordinating the company’s formal decision making and reporting process.
- formulating meeting agendas with the chairman and /or the chief executive.
- attending meetings and taking minutes.
- maintaining minute books.
- certifying copies of minutes; and
- ensuring that correct procedures are followed.
General Meetings
- Obtaining internal and external agreements to all documentation for circulation to shareholders.
- coordinating the administration and attending of meetings and taking minutes
- ensuring that correct procedures are followed.
Company Constitution
- Ensuring that the company complies with its constitution
- drafting and incorporating amendments in accordance with the correct procedures.
Statutory Registers and Books
- Maintaining statutory registers.
Statutory Returns
Updating ACRA on:
- Any changes in the director(s) of a company or particulars relating to director(s);
- changes to a director’s name or residential address.
- removal from office in accordance with the Act or constitution.
- disqualification from holding office.
- appointments/resignations/deaths.
- annual returns.
- change of company name.
- adoption, alteration and revocation of constitution, and issue of shares.
- any other changes that require updating with ACRA.
Report and Accounts
- Coordinating the publication and distribution of the company’s annual report, accounts and interim statement
- the preparation of the directors’ report.
Share Registration
- Maintaining the company’s register of members.
- assisting with transfers and other matters affecting shareholdings
- attending to the queries and requests from shareholders.
Shareholder Communication
- Communicating with the shareholders (i.e. through circulars);
- payment of dividends and interest.
- issuing documentation regarding rights and capitalization issues.
- general shareholder relations
- relations with institutional shareholders and their investment protection committees.
Shareholder Monitoring
- Monitoring movements on the register of members to identify an apparent ‘stake-building’ in the company’s shares by potential takeover bidders; and
- making inquiries of members as to beneficial ownership of holdings.
Share and Capital Issues, Transfers and Restructuring
- Implementation of changes in the structure of the company’s share and loan capital and devising
- implementing and administering directors’ and employees’ share participation schemes.
Acquisitions and Disposals
- Participating as a key member of the company team to implement corporate acquisitions and disposals.
- protecting the company’s interests by ensuring the effectiveness of all documentation and that due diligence disclosures enable proper commercial evaluation prior to completion of the transaction.
Corporate Governance
- Reviewing developments in corporate governance
- advising and assisting the directors with respect to their duties and responsibilities and compliance with their personal obligations under company law and, if applicable Stock Exchange requirements.
Non-Executive Directors
Acting as a channel of communication and information for non-executive directors.