Private limited companies have functions, duties and responsibilities that they have to adhere to in order to comply with the statutory requirements under the Companies Act (Chapter 50). One of the roles within a private limited company Company Secretary. While directors are ultimately responsible for the company’s compliance, the Company Secretary is an important role in guiding and supporting the directors.

Depending on the size of the company, the role of the Company Secretary can either be an administrative function or a broader, strategic role that ensures that the company is in compliance with relevant regulations.

Most SMEs in Singapore require the Company Secretary to:

• be responsible for lodging and filing documents as necessary and required by law
• lodge and file documents in time
• support the company in meeting its legal obligations
• maintain the company’s statutory registers and records
• arrange for meetings with shareholders and directors
• be educated and updated on the current laws and statutory requirements
• supporting the board in legal and administrative functions
• highlighting any non-compliance issues to the directors

What is the difference between the Core Duties and Additional Duties of a Company Secretary in Singapore?

Core Duties refer to the duties that fall directly under the responsibility of the Company Secretary. These are statutory requirements and are necessary by law. Additional Duties are separate from the regulatory requirements, and involve other duties that the Secretary does which are stated in his / her employment contract. Since a Company Secretary is required to perform a function as an officer of the company as well as perform his / her employment duties, the role can seem overwhelming to some individuals and companies. For this reason, many companies in Singapore outsource the role of Company Secretary to an accounting firm.

How does an external accounting firm take on the position of Company Secretary in Singapore?

An external accounting firm has the experience, know-how, and resources to fulfill the obligations of the Company Secretary role, while providing appropriate counsel to the board of directors. For example, an experienced firm in Singapore providing corporate secretarial services will be able to advise the board on business ethics, best practices, compliance with relevant regulations, and ensuring that the board’s decisions are carried out. By knowing the proper procedure to induct new directors, and communicating effectively and promptly, an external firm providing corporate secretarial services can reduce the hassles and resources required of appointing a Secretary from within the company.