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Roles and Responsibilities of a Company Secretary in Singapore

Every local company incorporated in Singapore has to appoint a Company Secretary within six months of incorporation.


Singapore’s Company Law mandates that all companies in Singapore appoint a Company Secretary. This person acts as the compliance officer of the company, who ensures that Board Members are informed of their legal responsibilities towards the company. Such responsibilities include compliance with the law, corporate governance requirements, listing rules, and conducting legally required meetings in a timely and appropriate manner.


In this article, we will highlight the roles and responsibilities of a company secretary and how these duties cement the importance of the secretary’s role as a corporate professional in any organisation.




Roles


The roles of a Company Secretary include the following:

  • Maintain company statutory registers and records.

  • Arrange shareholder and director meetings.

  • Lodge and file all legally required documents on time.

  • Provide administrative support in preparation of meetings.

  • Provide comprehensive legal and administrative support to the Board.

  • Assist in the implementation of corporate strategies by ensuring all Board decisions are properly carried out and communicated.

  • Ensure that the company meets all legal obligations.

  • Stay updated on relevant developments and changes in statutory and regulatory obligations.

  • Communicate adequately with shareholders.


Responsibilities


The responsibilities of a Company Secretary include the following:



1. Maintenance of Statutory Registers


The Company Secretary is responsible for maintaining and updating statutory registers and filing necessary returns and forms with the Registrar within the specified timeline as prescribed by the law. Registers include that of substantial shareholders, charges, and of members. Returns and forms include Annual Returns, returns of allotment of shares, and notices of appointment or resignation of directors.



2. Custody of Company Seal


The Company Secretary is the person that ensures the safe custody and proper use of the company seal on documents where required.



3. Notice and Agenda of Meetings


The Company Secretary is also required to send the notices of meetings to the members and shareholders. He or she must prepare the agenda and minutes and organize these meetings. These form a part of the company records that the company is required to maintain by law.



4. Follow the Constitution of the Company


The Company Secretary must ensure that the company and its directors abide by all the rules set out by the Constitution of the Company.



5. Ensuring the Company’s Compliance


The Company Secretary must ensure the company’s compliance by assisting the company directors in implementing good corporate governance practices within the company.



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