Responsibilities and Authority of Singapore Company Secretary

In Singapore, every registered company must appoint a company secretary within six months of incorporation. The company secretary plays an important compliance and management role in the company, ensuring that the company complies with Singapore law during its operations. As a bridge between the board of directors and regulatory authorities, the responsibilities and authority of the company secretary directly affect the company's legal compliance and operational efficiency.

1. Legal Obligations and Responsibilities of Company Secretary

1. Preparation and Submission of Compliance Documents
   The company secretary is responsible for preparing and submitting the company's Annual Return and other statutory documents to the Accounting and Corporate Regulatory Authority (ACRA) of Singapore, ensuring that the company fulfills all compliance obligations within the prescribed time.
2. Arrangement of Board and Shareholder Meetings
   The company secretary is responsible for arranging board meetings and shareholder meetings, including sending notices, preparing agendas, recording meeting minutes, etc. This ensures transparency in the decision-making process of directors and shareholders and compliance with the Companies Act.
3. Management of Company Constitution
   The company secretary must ensure that all company activities comply with the company's Constitution, and when necessary, is responsible for drafting and proposing amendments to the Constitution to meet the company's development needs.
4. Managing Company Records
   The company secretary must maintain statutory company records such as the Constitution, records of changes in directors and shareholders, register of members, share transfer documents, etc., to ensure transparency and traceability of important company information.
5. External Declarations and Reports
   The company secretary must ensure that the company submits annual reports, financial statements, and other necessary statutory documents to the Inland Revenue Authority of Singapore (IRAS) and ACRA on time, and distributes reports among shareholders to ensure transparency of company financial information.
6. Legal Compliance and Consultation
   The company secretary must provide consultation to the board on company law and compliance matters, ensuring that the company complies with Singapore legal requirements in its daily operations. Especially when the company expands or changes its business, the company secretary must ensure all operations comply with statutory procedures.

2. Authority of Company Secretary

1. Document Signing Authority
   When executing daily compliance matters, the company secretary is usually granted authority to sign statutory documents such as annual returns, director change notices, shareholder change documents, etc. The company secretary's signing authority is typically clearly limited to compliance matters and non-financial matters.
2. Acting as Company's Representative to Communicate with ACRA
   The company secretary is the primary contact person between the company and ACRA. The secretary has the authority to directly submit documents to ACRA, respond to inquiries, and act on behalf of the company in handling matters related to registration, filing, and updates.
3. Authority to Process Changes in Shareholder and Director Information
   The company secretary has the authority to process changes in company shareholders or directors, including preparing and submitting change documents. Such changes typically require board approval, and the secretary executes the corresponding document submission after ensuring process compliance.
4. Authority to Manage Company Seal
   The Common Seal is used for formal authentication of company documents. The company secretary has the authority to keep and use the company seal, ensuring it is only used in accordance with regulations to maintain the legal validity of company documents.
5. Autonomous Decision-Making Authority for General Compliance Matters
   When handling routine compliance matters, the company secretary typically has certain autonomous decision-making authority to ensure the company can timely meet Singapore's legal compliance requirements. Such authority includes managing internal company records, preparing compliance documents, etc.

3. Responsibilities and Obligations of Company Secretary

Although the company secretary has limited authority, they bear important responsibilities in company compliance. If the company fails to fulfill statutory obligations due to negligence, the company secretary may face corresponding legal liability. Therefore, the company secretary must strictly fulfill the following obligations:

1. Confidentiality Obligation
   The company secretary must strictly observe confidentiality obligations when handling company documents and information, ensuring that internal company information is not disclosed to unauthorized third parties.
2. Integrity and Loyalty
   The company secretary must uphold principles of integrity and loyalty, prioritizing company interests and not using their position for any activities that harm company interests.
3. Continuous Learning and Updates
   The company secretary must continuously monitor updates to Singapore company law and adjust compliance processes according to new laws and regulations to ensure the company's ongoing compliance.

4. Cooperation Between Company Secretary and Board of Directors

Cooperation between the company secretary and the board of directors is crucial. The company secretary provides compliance advice and legal guidance to the board, helping the board follow statutory requirements in the decision-making process. At the same time, the company secretary serves as the board's executive assistant, ensuring that board resolutions are accurately and timely executed.

• Providing Legal Opinions: The company secretary can provide advice to the board on legal compliance matters, ensuring the company does not violate statutory regulations when expanding business or making major changes.
• Executing Board Resolutions: The company secretary prepares and submits required documents based on board resolutions, ensuring company operations comply with legal standards.

5. Summary

The company secretary is a core role in Singapore company compliance management, with responsibilities and authority covering multiple aspects including company compliance, document management, and legal consultation. The company secretary maintains close cooperation with the board of directors in daily operations, ensuring the company's compliance and operational legality. For Singapore enterprises, choosing a qualified company secretary not only ensures the company meets Singapore legal requirements but also enhances the company's management efficiency and transparency.