Appointing a Corporate Secretary
Deciding on who to hire as corporate secretary in your company may be a difficult decision to make. If you are setting up a company in Singapore, you need to appoint a company secretary within six months after the date of incorporation. The appointed secretary must meet the qualifications as mandated by the Singapore law.
Section 88 of the amended Companies Act of 2014 lays out the requirements of the person that you may appoint as a company secretary.
- One of the requirements is that this individual must be a natural person. Natural person means that he is not a legal entity like another company or agency. You may seek the help of an agency to find a qualified secretary, but you cannot engage an agency to be the secretary itself. He should be an individual human being. Most filing agent do provide with secretary services as there will be human individual who are qualified professional secretary.
- If a company has one director only, then he cannot take up the role of a corporate secretary if he is also the shareholder. However, if the company has two directors or more, one of them can be appointed as the corporate secretary.
- One who is debarred from acting as a company secretary can no longer be appointed as a company secretary
Other qualifications of a corporate secretary in Singapore
The role of the corporate secretary is a very critical one and a person must be chosen by merit. He must have the academic and professional qualifications to fulfill his or her duties. While the law in Singapore does not exactly say the professional roles that the secretary plays, he needs to be educated.
The professional roles of this person are to do all the secretarial related administrative duties and reporting to the regulatory authorities as required by the law. He also assists the directors of the company to comply with all regulations.
Should the company not comply with the law requirements, the secretary, as well as the directors, will be held liable. Thus, it is important to appoint a knowledgeable and experienced company secretary to avoid being non-compliant.
The appointed secretary must also be:
- over 18 years of age
- a Singapore citizen
- a permanent resident of Singapore
Private vs. public company secretary
While the qualifications for being a private secretary and public secretary are almost the same, there are additional requirements for being a public secretary.
A public secretary must meet at least one of the following additional requirements:
- Served as a company secretary for at least 3 years before his appointment as secretary of the public company
- A qualified person under the Legal Profession Act
- A member of the Institute of Certified Public Accountants of Singapore
- A member of the Association of International Accountants of Singapore
If you need to appoint a corporate secretary for a private company, it may not be necessary for him to meet all the requirements of a public company secretary. However, he is responsible for driving the company to compliance. Should he fail in that, he and the company directors will be held liable. Because of that, it is very important for a company to have an academically and professionally qualified, experienced and reliable corporate secretary. Contact J Accounting for company secretary services.
