What are The Local Secretary’s Liabilities in Singapore Companies?
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Arthur Phan
Introduction
Incorporating a Singapore company requires a local secretary according to the Company Act. As a key stakeholder in the organization structure, the resident secretary contributes to a smooth and stable business operation.
Practically, appointing a local secretary must qualify for various eligibilities to meet the government’s compliances. Registering for an unreliable one can lead to several risks regarding validation and reports’ accuracy.
What are the liabilities of the local secretary? How can you register for a trustworthy individual to accompany your company? Let’s explore the following sections for detailed information.
The Reasons to Register for a Local Secretary
The ACRA (Accounting and Corporate Regulatory Authority) compels every business to appoint a local secretary within 6 months after incorporation. Failing to adapt to this requirement can cause enterprises to receive fines and penalties.
We can categorize this position’s roles and duties into two sections: Financial business operation and legal obligations. As an intermediate channel to manage workflow between directors and employees without violating legal issues, the local secretary plays an important role in maintaining a safe and stable operation.
Eligibilities Required for a Resident Secretary
An appointed local secretary has to adapt to the following eligibilities:
- Being a Singapore citizen or holding an employment pass/dependant pass
- Having at least 3 years of experience in secretary services before being appointed to a corresponding role in a public company. It is necessary due to the high-level knowledge required for this position.
- Not appointing the sole director or shareholder as the secretary. If the director board has more than 1 person, you can assign another individual to this role.
- Not require a secretary for the Sole Proprietorship and Limited Liability Partnership entity types.
Besides, the role of a local secretary should meet one of the following criteria:
- Being a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators
- Being a member of the Institute of Certified Public Accountants of Singapore
- Qualifying under the Legal Profession Act (Cap. 161)
- Registering a public accountant under the Accountants Act (Cap. 2)
- Being a member of the Institute of Company Accountants, Singapore
- Being a member of the Association of International Accountants (Singapore Branch)
Roles of an Appointed Local Secretary
The local secretary's roles are a bridge between relative individuals such as directors and shareholders to ensure the consistency of every strategic decision. Depending on the kinds of entities, we can describe the role of this position like the following.</p
To Company
The secretary assists the company in protecting businesses’ interests, meeting compliance obligations, and being presented at the local registered office. Additionally, this person can support improving the governance structure for more effective practices.
To Directors
Through transparent communication, the secretary ensures no misunderstandings between directors for quality board meetings. Besides, they can advise directors on practical support to release the overload of routine tasks.
To Company Shareholders
Shareholders receive dedicated support from the secretary to secure their benefits and prepare well for the Annual General Meeting. Specifically, they can grab all detailed information about their interests and needed financial statements for reporting purposes.
Overall, the roles of the Singapore secretary covers a wide range of business operation, including:
- Arrange board meetings with the participation of involved directors and shareholders
- Submit required documents in time to adapt to the government’s laws and regularities
- Maintain important records of the local organization
- Assist directors with administrative support
- Communicate with directors and shareholders to ensure generating quality board decisions
- Update the changes in regulatory obligations and relevant documents to stay compliances
Duties of an Appointed Local Secretary
Assist The Company’s Board Meetings
The local secretary needs to be familiar with organizing an effective meeting. Specifically, they need to prepare a well-organized workflow to collect all the following information before and after sessions:
- Time and date: Ensure to confirm the date and time for the next meeting at the end of the previous one.
- Venue: Check all the required venue conditions regarding room setup, capacity, technical issues, internet connection, time, and refreshment space.
- Prepare agenda: Summarize all the needed items and publicize them to members for good preparation before the meeting.
- Meeting notifications: Inform all members and relevant stakeholders about all information before the meeting. Attendees should be aware of the date, time, agenda, and venue for the best preparation.
- Meeting records (Collect and send): Record all details discussed during the meeting. Then, send the documents to all attendees for initial assessment of important decisions.
Assist with Internal and External Communications
The company secretary is in charge of cooperating with relevant communication channels to inform important events. Specifically, this role needs to build contact with internal and external communications to connect to potential attendees via well-designed publications.
Arrange The Organization Calendar
The secretary must ensure no conflict between the timeline of the organization’s meetings, events, and ongoing projects. You can guarantee consistency regarding the time and date of all relative plans based on clear communications with core chairpersons, directors, and other functional roles.
Provide Administrative Support
The local secretary assists directors in releasing the burden of daily routine tasks. Regarding paper-related work, such as preparing documents and auditing formats, this role can help save more time and effectively build partners’ relationships.
Prepare Annual Report
At the end of the year, the local secretary will gather all accurate records and work closely with the Director Boards for the annual report. This report earns its mission in reviewing the financial statements and operations for suggesting strategic decisions in the next year.
Risks of Engaging an Inappropriate Local Secretary
Appointing an unreliable and inexperienced secretary can cause serious issues for the company’s operation. Regarding compliances and benefit protections of involving stakeholders, your company can deal with the following problems:
- Being disqualified from publishing the company name and registration number
- Being unable to officialize an administrative business resolution
- Inaccurate annual report preparation due to not managing the records and documents efficiently
- Being unable to update the change of the local registered address and working hours
- Failing compliance obligations according to the Company Act (Cap. 50, Section 411)
- Being unable to digitally submit the Annual Return to the ACRA after 1 month since the Annual General Meeting date.
- Failing to inform shareholders about their change in interest.
Register for a Reliable Local Secretary Service
Choosing a reliable service provider for the role of the local secretary results in various practical benefits. Consequently, you should liaise with prestigious agencies with experienced projects and specialized knowledge about administrative operations.
Global Offshore Company (G.O.C) builds a large network of well-trained local secretaries to support businesses with streamlined management. Let’s outsource your demand for this role with our transparent and professional services to accelerate the company incorporation process in Singapore.
Disclaimer:
Readers are advised to consult with qualified legal, financial, and tax professionals before making any decisions based on the information provided in this blog. It is important to understand that laws, regulations, and tax implications can vary widely based on jurisdiction, residency, business type, and other factors. Therefore, seeking professional advice is essential to ensure accurate and tailored recommendations that align with your specific circumstances.
The authors, publishers, and G.O.C (Global Offshore Company) cannot be held responsible for any actions taken based on the information presented in this blog. The content is not intended to substitute for professional advice, and readers should seek the guidance of experienced professionals to address their individual needs and concerns.
