Singapore is the world’s tech-savviest city. It should therefore come as no surprise that it serves as an incubation hub for startups and entrepreneurs.

With global connectivity, easy access to research organisations, and top talents, not forgetting the business-friendly environment and supportive infrastructure, Singapore lends itself better to your company’s long-term prospects.

However, as it’s with operating a company in any foreign land, some laws and regulations govern the whole process of doing business in the country.

The sheer volume of these government laws and regulations is enough to make your head spin.

In comes the services of a corporate secretary.

Think of a corporate secretary as the glue that holds your entire organisation together.

They’re responsible for ensuring your company stays in compliance with the regulatory and statutory requirements, while also helping you execute all decisions, changes, and resolutions set forth by the company’s board of directors.

What’s a Corporate Secretary?

In general, the state requires corporations to designate a corporate secretary. It’s also required that they be present at all BOD meetings.

In short, they’re to act as the corporation’s officer.

The exact obligations they fulfil may vary from one corporation to another, typically outlined in the corporation’s bylaws.

What are the Responsibilities of a Corporate Secretary in Singapore?

A Corporate Secretary’s primary role doesn’t start and end with them taking and recording meeting minutes.

While taking and recording meeting minutes is one of their key responsibilities, it’s not anywhere near the entirety of their pivotal corporate role.

That being the case, here are the duties and responsibilities of a company’s corporate secretary:

1.   Planning and Executing Boarding Meetings

It’s the Corporate Secretary’s job to plan and execute all Board of Directors’ meetings, as well as committee meetings. They’re to strategically plan for everything, create agendas, invite appropriate attendees, reserve the meeting space, and cover all the logistical issues.

They also oversee the corporation’s shareholders meetings.

2.   Record Keeping

The Corporation’s Secretary doesn’t just take meeting minutes; they’re also responsible for their dissemination and substance.

These minutes must accurately describe and communicate the final decision reached by the board of directors.

They’re much more than a scribe; they’re the officers who implement all the pronouncements made by the board.

3.   Advisor

A Corporate Secretary advises the BOD on their duties and goals. They also advise them on the individual roles of the officers.

For corporations that own subsidiary companies, the corporate secretary will counsel the board of directors on how to best govern and manage them.

Trainer

When a new board member joins the board of directors, it’s the Corporate Secretary’s role to oversee their training, orientation, and briefings.

TOP CORPORATE SECRETARIAL SERVICES IN SINGAPORE

Traits of a Competent Corporate Secretary

The best candidate to fill the position of a Corporate Secretary should possess the following traits:

• Detailed oriented and supremely organised
• Excellent problem solver
• Familiar with the laws and regulating governing the business landscape in Singapore
• Extremely discreet
• A calm mediator, rational in their decision and judgement
• Can perform under pressure
• Acquainted with bureaucratic red tape
• Patient and effective communicator
• Experienced at managing all the corporation’s departments and individual employees

Corporate Secretarial Services in Singapore

The corporate world has changed a great deal, and so have corporate secretarial services.

Traditionally, Corporate Secretarial Services were characterised by a clerk taking and recording board minutes. It has now evolved to mean the driver of all the corporate board affairs and the consultants on all matters relating to a company’s investor relations.

Corporate secretarial support services include but are not limited to:

1.   Regular Secretarial Health Checks and Compliance Matters

• Ensuring the Companies Act, Article of Association, Memorandum, and Shareholders Agreement are adhered to.
• General compliance advisory
• Ensuring compliant on both regulatory and statutory requirements

2.   Share Registry Services

They’re to help you manage your share registry. In which case, they’re the party responsible for:

• Transfer of shares
• Allotment of shares
• Ensuring all the transfer of shares comply with the Companies Act and Company’s Article
• Any alteration of share capital
• Issuance of share certificates

3.   Preparation and Filling of Your Annual Returns

The corporate secretarial services agency you hire is also responsible for preparing and filing your Annual Returns to ACRA.

They’re to help you prepare audited financial statements and submit them to ACRA at the end of every fiscal financial year.

4.   Custody of Secretarial Documents and Company Seals

• They’re to help you keep your secretarial documents and company seals in safe custody, and ensure it’s used as specified in the company’s Article of Association.
• Ensuring the transactions to be executed under the company seal are executed appropriately.
• Keeping your company’s secretarial documents safe.

5. Preparing and Maintaining the Statutory Registers below:

• Register of members
• Register of all sealed documents
• Register of all charges and mortgages
• Register of directors
• Register of shares allotment and transfers

6.   Execution of Documents

Stamping and signing of all company documents on behalf of your board of directors

7.   Shareholders Meetings

• They’re to ensure Annual General Meetings are held annually, per the Companies Act and the Company’s Articles of Association
• Prepare the AGMs, including the agenda, notice, and shareholders packs
• Take and record minutes of the meetings’ minutes. They’re to also record its attendance
• Draft and extract resolutions and the action points in the minutes and make sure they’re appropriate for implementation and execution
• They’re to update and maintain the organisation’s minutes and resolutions

8.   Liaising with Auditors and Other Stakeholders

Liaising with auditors, tax advisors, lawyers, bankers, and other stakeholders on behalf of the board.

9.   Monitoring Legislation Changes

A corporate secretarial service provider will always have their fingers on the pulse of the latest legislation changes.

They’re to monitor all the changes and act accordingly.

10.                 Ensuring Transparency and Accountability

They’re to also ensure transparency and accountability in the overall functioning and activities of the company.

11.                 Guiding the Board and Its Chairman

They’re to guide the board and its chairman on their responsibilities, as determined by the applicable rules and regulations. They’re to also ensure those responsibilities are discharged correctly.

12.                 Ensuring Effective Communication Flow

They’re to ensure an effective flow of information between the board and its committees, and between the senior management and non-executive directors.

5 Essential Tips for Choosing a Corporate Secretarial Services Provider in Singapore

1.   Understand the Breadth of a Corporate Secretariat Role

From record-keeping to serving as your company’s communication officer and executive assistant, the job of a corporate secretarial services provider in Singapore can be broadly classified into three:

• Administration

They’re to act as your primary point of contact for ACRA on the particulars of your company. They’re also responsible for taking and recording your company’s EGMs and AGMs.

They’re to file important company documents, including ACRA, IRAS, and other relevant authorities, not to mention ensuring your company registers are all up to date.

• Advisory

A corporate secretary is also tasked with an advisory role to the board. They’re to offer practical advice to the director when needed. This includes communicating with the board of directors on legal requirements and compliance practises.

• Fiduciary

A corporate secretary has to communicate regularly with shareholders. They’re to help them safeguard their best interests.

They’re required to disseminate timely financial statements to shareholders to prepare them to take part in the company’s decision-making during the AGMs.

2.   Don’t be too Egocentric to Think That You Can handle all this By Yourself

When running a company in a foreign land, the first thing you’ll need to do upon landing is to enlist the services of a corporate secretary. Woe unto you for thinking you can operate without one.

The point is, you need a company secretary to perform the simple secretarial tasks so you can focus on your company’s core function.

You need an experienced company secretary and not just someone random you stumbled across.

Amateur secretaries make a lot of common mistakes that always find a way to crawl back and bite the company later on—for example, not choosing the end-year date carefully so they can maximise tax advantages.

Every single one of the mistakes they make has consequences enough to render that particular action invalid.

3.   What’s their Experience in Dealing with Startups

If you’re running a startup, you want to make sure the company is well aware of some of the issues startups face, considering it’s the secretary’s job to process and execute all the resulting paperwork.

Startups operating overseas tend to grow faster. Most of them, in fact, go through several rounds of investments during their first year of operation. So, be prepared to deal with multiple classes of investors and shares.

4.   Choose a Secretary Who Runs at Your Company’s Speed

It’s not uncommon to come across a secretary who still executes most of their operations on paper, with a physical signature. This could mean that they’re wasting a lot of time running around.

You want to make sure the company knows how to use the latest technology to execute some of these operations. Do they know how to use digital signatures – which happens to be legally recognised here in Singapore?

The more informed they’re on matters tech, the more they’ll be able to cut on cost and save time.

5.   Make Sure There are No Hidden Charges

Don’t assume anything.

Does the secretaries quote include ACRA fees, or will you be paying for it separately?

You have to find out beforehand about how the company plans to handle your bills.

The company may offer you an a-la-carte list or come up with a one-set bill.

Either way, you have to know what’s included in the bill and what’s not included to avoid overspending in the long run.

Reasons to Change Your Current Company Secretary

You can change your company secretary if they’re not competent enough or if they lack secretarial professionalism.

Here are more particular reasons to change your company secretary:

• Failure to attend to the interests of stakeholders
• When your company pays for fines and penalties that your corporate secretary could have easily prevented
• Not providing timely responses to some of the queries raised by the authorities
• Failure to disseminate information on time or to communicate the information the board needs
• Filing documents without making appropriate resolutions with authorities
• Incorrect end-year selection. It bears repeating that the secretary must make a correct end-year selection to maximise tax benefits.
• Failure to comply with the Companies Act and your Company’s Article of Association

What’s the Cost of Hiring a Corporate Secretary in Singapore?

It’s a legal requirement in Singapore to hire a company secretary within six months of incorporating your company.

The position of a company secretary should be filed within six months of registering your company. Companies have two options when it comes to this. The first one is to hire an in-house secretary and the second one is to enlist the services of a corporate service provider.

Here’s a simple breakdown of the cost of hiring a corporate secretarial service firm in Singapore:

Annual Subscription Fee

Every corporate secretarial service provider in Singapore has an annual subscription plan. You’re to pay the company an agreed amount, and they’ll provide you with a named company secretary.

They’ll also help you maintain the company registers and even file all your resolutions and correspondences for the year.

Think hiring an out-stationed company secretary. Instead of hiring a company secretary to handle your business in your offices, you’ll have them run your business from their offices instead.

Remember: Singapore has super-strict laws on anti-terrorism and anti-money-laundering. The worst mistake you can ever make is leaving anything to chances. You want to be keen on how you maintain your registers, especially those on your nominee directors and controllers.

This is the standard package and can cost anywhere between $100 and $1000, depending on the company and the services provided.

Annual General Meeting

It’s a legal requirement to hold a meeting with your board members and other stakeholders at the end of every fiscal year. All the directors and relevant stakeholders have to be notified about this meeting in advance.

During this meeting, the company’s financial statements have to be tabled and approved by all the directors and shareholders.

Failure to organise this meeting will get your company fined (composition fine).

Filing of Your Annual Returns

This is where the financial statements are prepared and submitted to ACRA. It’s to also confirm that you held the AGM.

Failure to submit your annual returns will also get you fined (composition fine).

Bookkeeping Fees

This is usually optional with many providers of corporate secretarial services in Singapore. If your company already has an in-house accounts team, then there’ll be no need for you to request for bookkeeping services, unless otherwise.

The amount you pay for bookkeeping services may vary depending on the volume of your transactions. They have the highest fees, considering they’re to be paid monthly.

Bookkeeping services will at least cost you $150 per month.