What a company secretary in Singapore is useful for — besides eating startup money

Comparing the four major stakeholders that make up a private limited company — the shareholders, directors, auditors and company secretary — the company secretary has the least liability.

However, company secretaries do have a fiduciary responsibility to ensure that directors and shareholders are informed when their annual filing and AGM needs to take place. If ACRA does not receive a company’s annual financial reports, it is the company secretary they contact.

The company secretary is also responsible for paper filing important company documents in the company register folder, as well as online with ACRA, and holding an up-to-date Bizfile. The company register is normally kept at the registered mailing address, and can be cited by ACRA officials should they visit.

Important documents include incorporation papers, director’s resolutions (such as change of address, appointing new directors and change of shareholders), shareholder agreements and filed annual financials.

If you have engaged lawyers to draft shareholder agreements to bring in new investors, the company secretary is responsible for filing amended M+AA and Allotment of Shares.

So company secretaries do more than just appear as a name on the ACRA Bizfile.

Who can act as company secretary?

The qualifications are low for private limited companies. The definition is “a person who appears to have the requisite knowledge and experience to discharge the functions of the secretary of the company.”

Almost any Singapore resident can act as a company secretary. A citizen, a permanent resident or a person who has been issued an employment pass or dependant pass can act as a company secretary. A director is allowed to be a company secretary, unless he or she is the sole director of the company.

Only public companies are required to appoint a properly qualified person as a company secretary. This is often a full-time, in-house role that involves more legal and company knowledge.

Outsource or DIY?

It is advisable to outsource the company secretary role for a few reasons.

Firstly, filing online with ACRA is not easy and requires the user to have a ‘professional PIN’ to file properly. Without this PIN, it is not possible to appoint for instance a foreign shareholder. To get a PIN, you will need to have industry acknowledged qualifications.

Here are some other common mistakes made by DIY company secretaries: