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Duties of corporate secretary in Singapore

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jpatokal
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Duties of corporate secretary in Singapore

Postby jpatokal » Thu, 06 Apr 2006 3:19 pm

This seems like a very simple question, but I'm having a surprisingly tough time finding the answer:

What are the duties of a corporate secretary?

By "corporate secretary" I mean the legal role defined Companies Act 171. This section states very clearly that every company must have one and that a sole director cannot act as the secretary, but it doesn't say a word about what the secterary must do! As far as I can see, all company duties like holding the Annual General Meeting (AGM) and filing the Annual Return (AR) can actually be performed by the director alone? :o

Any advice would be appreciated, and any recommendations for companies to act as corporate secretary and/or file tax returns etc would be welcome. For reference, some previous discussion can be found here, including ballpark figures of S$500/year for the secretary and S$500/year up for handling the accounting paperwork.

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Postby EPL » Thu, 06 Apr 2006 3:44 pm

Have you tried the following?
well check out thier practitioner directory.. hope it helps
http://www.saicsa.com/about_us_goodgovernance.htm
Be patient toward all that is unsolved in your heart. Do not now seek the answers, which cannot be given you because you would not be able to live the questions now... Perhaps you will then gradually, without noticing it, live... into the answer ~Rainer Maria Rilke~

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Postby jpatokal » Thu, 06 Apr 2006 4:03 pm

Thanks for the link! I hadn't seen that and the "Role of Company Secretaries" document looked promising, but all it contains regarding the legal duties of the secretary is:

The Company Secretary, being an officer of the company, is required to ensure that the company complies with its legal obligations.

It is of great importance that company secretaries are aware of their duties and potential liabilities as an officer of the company. The core duties and responsibilities of the Company Secretaries are as follows:

a. Corporate Governance matters
b. Director/Officer/Shareholder matters
c. Compliance/Regulatory matters


...and that's it! So it seems to boil down to "make sure everything is done correctly (by somebody else!?), or your ass will be on the line"? :o

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Postby ringo100 » Thu, 06 Apr 2006 11:42 pm

I wouldn't take the role on likely. It is like all those people who become a Director without knowing the buck stops with them.

Both roles are important and can see you ending up in prison if you don't do it right (only in extreme cases).

But you're essentially right, the role is to make sure all the company statutory filings are kept up-to-date. All this can be easily out-sourced. For a small company it is quite easy.

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Postby jpatokal » Fri, 07 Apr 2006 12:20 am

Fair enough. So, any recommendations for a company to handle this? . quotes a flat S$800.00/year, Lexico has an interesting pay-as-you-go scheme where they charge you S$40/100 for doing various secretarial things (not including becoming the legal secretary tho...), nobody else in SAISCA's list has the balls to put their prices online. Will have to make a round of calls tomorrow, but any practical experiences (good or bad) would be welcome!

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Postby Strong Eagle » Fri, 07 Apr 2006 1:00 am

Drop me a line and I'll give you the woman who acted as our secretary until I took it over. She still advises me and handles all the paperwork.

Primary responsibilities are all about the paper. Can't go take a long p*ss without a directors resolution... annual meetings have to be held... reports filed, both with the government and the company shareholders.

It's not really a tough job but knowing the regulations is a necessity.

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Postby JayV » Fri, 07 Apr 2006 10:24 pm

Correct me if I'm wrong, but one of the Directors can be named as Company Secretary as well.

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Postby jpatokal » Fri, 07 Apr 2006 11:05 pm

That's correct. However, 171 (IE) quoth:

Where a director is the sole director of a company, he shall not act or be appointed as the secretary of the company.

So any way you slice it you still need two people, one director and one secretary (who can also be a director).


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