Company Secretary singapore

Understanding the Role of a Company Secretary in Singapore

In Singapore, a company secretary is not just a formality; it is a mandatory and essential position for every company. This individual ensures that the business complies with all legal and regulatory requirements. They play a vital role in corporate governance, making their position crucial for the smooth operation of any company.

Key Roles and Responsibilities

The company secretary acts as the main administrative and compliance officer for a company. Their duties are extensive and can be categorized into several key areas:

Statutory Compliance and Filings with ACRA

One of the primary functions of a company secretary is to ensure timely and accurate filings with the Accounting and Corporate Regulatory Authority (ACRA). This includes:

• Filing annual returns.

• Filing notices of changes to company information, such as changes in name, registered address, business activities, or share capital.

• Filing notices regarding the appointment, resignation, or removal of directors, auditors, or the company secretary.

  
  

Maintenance of Statutory Records

The company secretary is responsible for keeping all company records and statutory registers up to date. This includes:

• Register of Members (shareholders).

• Register of Directors, Secretaries, and Auditors.

• Minutes books for board meetings and general meetings.

  
  

Corporate Governance

The company secretary serves as a key advisor to the board of directors. They help ensure that good corporate governance practices are followed and that the company operates in accordance with its constitution and the Singapore Companies Act.

Meeting Management

They are responsible for preparing for and managing key company meetings. This includes:

• Drafting and distributing notices and agendas for board meetings and Annual General Meetings (AGMs).

• Recording accurate minutes of all meetings.

• Ensuring that resolutions are properly passed and documented.

  
  

Communication and Advisory

The company secretary acts as a liaison between the company's board, its shareholders, and external parties like ACRA. They provide advice on legal and compliance matters and ensure transparent communication.

Requirements to be a Company Secretary

All companies incorporated in Singapore must appoint a company secretary within six months of incorporation. The appointed individual must meet specific criteria:

Natural Person and Resident

The company secretary must be a natural person (not a corporation) and be "ordinarily resident" in Singapore.

Age and Legal Capacity

They must be at least 18 years old and possess full legal capacity.

Qualifications (for Public Companies)

For public companies, the requirements are more stringent. The individual must have specific professional qualifications or a certain number of years of relevant experience. This can include being a qualified person under the Legal Profession Act, a public accountant, or a member of recognized professional bodies like the Institute of Singapore Chartered Accountants or the Chartered Secretaries Institute of Singapore.

Separation of Roles

A company's sole director cannot also serve as its company secretary.

Corporate Secretarial Services

Many businesses, especially small to medium-sized enterprises (SMEs), choose to outsource their company secretarial duties to professional corporate secretarial service providers. This is a common practice in Singapore for several reasons:

Compliance

These firms have the expertise to ensure a company remains compliant with all regulations, avoiding potential fines and penalties.

Efficiency

They handle all the administrative burden, freeing up the company's directors and management to focus on their core business activities.

Cost-Effectiveness

It is often more cost-effective to engage a professional service on a part-time basis than to hire a full-time in-house company secretary.

Fee Structure for Company Secretarial Services

The cost for a company secretary in Singapore varies significantly depending on whether you hire an in-house secretary or outsource the service. Outsourcing is generally the most common and cost-effective option for SMEs.

Outsourced Company Secretarial Services

Most companies in Singapore opt to outsource their company secretarial duties to professional firms. The fees for these services are typically a flat annual retainer fee, with additional charges for non-routine services.

Annual Retainer Fee

The annual fee for a basic package generally ranges from S$300 to S$1,200. This fee includes essential services like:

• Providing a qualified company secretary.

• Maintaining the company's statutory registers.

• Monitoring key filing deadlines with ACRA.

• Preparing documents for the Annual General Meeting (AGM) and filing the Annual Return.

  
  

Non-Routine Services

Extra fees are charged for services that fall outside the basic package. These can include:

• Changes to company officers (directors, secretary): S$50 to S$150 per change.

• Share transfers or allotment of new shares: S$100 to S$200 per transaction.

• Change of company name or registered address: S$150 to S$200.

• Drafting specific resolutions for actions like opening a bank account: S$50 to S$150.

• Company strike-off or winding up: S$300 or more.

  
  

In-House Company Secretary

Hiring a full-time, in-house company secretary is much more expensive and is generally only done by larger corporations. The cost includes not only the salary but also other employee-related expenses.

Annual Salary

The average annual salary for a company secretary in Singapore is around S$47,000, but this can increase to S$83,000 or more for highly experienced individuals.

Total Annual Cost

When you factor in benefits like CPF contributions, bonuses, and insurance, the total cost to the company can range from S$60,000 to S$100,000 annually.

How Bestar Can Help Your Business

Engaging a professional corporate secretarial service in Singapore provides significant benefits for businesses of all sizes, especially for startups and SMEs. While it might seem like an additional cost, Bestar offers expertise that helps to ensure a company's long-term health and growth.

1. Ensures Full Legal Compliance and Avoids Penalties

The most critical role of Bestar is to ensure your business remains compliant with Singapore's strict regulatory framework. This includes:

• Timely Filings: We track and manage all statutory deadlines for filing with ACRA and other government bodies. This prevents the business from incurring costly fines or being struck off the register.

  
  

• Up-to-Date Knowledge: Singapore's corporate laws and regulations, such as the Companies Act, can change. Bestar stays abreast of these changes, ensuring your company always follows the latest rules.

  
  

• Accuracy: We have the expertise to prepare and submit all documents accurately, from annual returns to changes in company particulars, reducing the risk of errors that could lead to penalties.

  
  

2. Streamlines Administrative Tasks and Saves Time

A professional service handles the administrative burden of compliance, freeing up the company's directors and management to focus on their core business activities. This includes:

• Record Keeping: We maintain and update all statutory registers and minute books, which are legally required records of the company.

  
  

• Meeting Management: We prepare notices, agendas, and minutes for board meetings and Annual General Meetings (AGMs), ensuring all proceedings are properly documented and legally valid.

  
  

• Liaison with Authorities: We act as the primary point of contact for ACRA, IRAS, and other government bodies, managing all communication and inquiries on the company's behalf.

  
  

3. Provides Expert Governance and Advisory Support

Beyond just administrative tasks, Bestar acts as a trusted advisor to the board of directors.

• Corporate Governance: We provide guidance on best practices for corporate governance, helping to build a transparent and ethical business culture that attracts investors and builds trust with stakeholders.

  
  

• Risk Management: Our deep knowledge of corporate law allows us to identify potential legal risks and advise on proactive measures to mitigate them.

  
  

• Strategic Advice: We can provide valuable input on complex corporate actions like share transfers, capital reductions, or company restructurings, ensuring these processes are executed legally and smoothly.

  
  

4. Offers Cost-Effectiveness

For most small and medium-sized businesses, hiring a professional service is significantly more cost-effective than an in-house company secretary.

• Lower Overhead: You avoid the costs associated with a full-time employee, such as salary, bonuses, benefits, and training.

  
  

• Scalable Services: Bestar offers packages that can be tailored to a company's specific needs and scale, so you only pay for the services you require.

  
  

By outsourcing to a professional corporate secretarial service, a company ensures that its compliance and governance matters are handled efficiently and correctly. This allows the business to operate with peace of mind and focus on achieving its growth objectives.

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