Registry of Companiesaccounting and Regulatory Authority (Acra)
Registry of Companiesaccounting and Regulatory Authority (Acra)
Registry of Companiesaccounting and Regulatory Authority (Acra)
Objective
The student should be able to understand the role, functions, qualifications and appointment
procedure of a company secretary.
Contents
The functions of the secretary are largely administrative in nature. He does not have the
power to participate in the management of the company’s affairs, but he carries out the
directors’ decisions.
However, the articles of most companies normally state that the use of the company’s
common seal must be supported by the signatures of the secretary and one director. (When
the common seal is used, the company is bound even if the contract is not supported by
consideration – e.g. when the company gives a guarantee for its subsidiary’s debts)
In all companies, whether public or private, the secretary performs an important role in
ensuring that the company meets statutory requirements.
For public companies these may be complicated tasks requiring specialised up-to-date
knowledge of company law. Therefore, public companies are required to appoint a
professionally qualified company secretary.
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SINGAPORE POLYTECHNIC School of Business
BA1027 CORPORATE SECRETARIAL PRACTICE
A company must appoint a secretary within six months of its incorporation. This office must
not be left vacant for more than six months at any time. The secretary must be a natural
person who has his principal or only place of residence in Singapore.. (section 171) A
company may appoint more than one secretary.
Such person is appointed by the directors. The company’s articles of association will usually
provide for the secretary’s terms and conditions of office to be determined by the directors.
Under the Companies Act, section 171(1A) provides that the directors of a private company
are under a statutory duty to ensure that the persons appointed as a company secretary are
persons who appear to them to have the requisite knowledge and experience to discharge the
functions of secretary of the company.
In the case of a The directors of a public company, the directors must ensure that the person
appointed as secretary of their company is one who:
(a) appears to them to have the requisite knowledge and experience to discharge the
functions of a secretary of a company, and
(ii) for at least 3 years of the 5 years immediately before his appointment as secretary,
held the office of secretary of a company; or
As mentioned earlier, private companies need not appoint professionally qualified (e.g. CPA)
company secretaries (as discussed in para (iii) above). This is consistent with the steps to
simplify the incorporation and administration of private companies. Private companies have
to decide whether they want to undertake these responsibilities internally (eg. by a director or
an employee) or appoint a professionally qualified company secretary. The intended effect is
to keep maintenance costs for small business low. Some private companies may make
“business decisions” (as opposed to being obliged by law) whether to retain professionally
qualified company secretaries.
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SINGAPORE POLYTECHNIC School of Business
BA1027 CORPORATE SECRETARIAL PRACTICE
consent to act as secretary in Form 45B with the Registrar within one month after his
appointment.
If the office of secretary is vacant, anything required to be done by him may be done by the
directors or by a person authorised by the directors.
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SINGAPORE POLYTECHNIC School of Business
BA1027 CORPORATE SECRETARIAL PRACTICE
The Companies Act requires that a minimum amount of information about a company must
be publicly available, including:
- annual accounts (usually, but not always, consisting of a copy of the latest financial
statements),
- the registered office address, and
- details of directors, the secretary and members.
Further, the secretary must be present by himself, his agent or clerk at the registered office of
the company on the days and at the hours during which the registered office is to be
accessible to the public. This is to ensure that summonses to court and other official
documents can be served on the company.
Generally the The duties of the company secretary may be divided generally into three main
areas:
1. maintaining statutory registers
2. completing and filing statutory forms
3. convening meetings (especially the AGM) - and subsequently recording the
resolutions passed (and filing the resolutions where required under law).
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SINGAPORE POLYTECHNIC School of Business
BA1027 CORPORATE SECRETARIAL PRACTICE
The details retained within these registers would include, for example, names, addresses,
dates of appointment (and resignation) and the number and type of shares held.
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SINGAPORE POLYTECHNIC School of Business
BA1027 CORPORATE SECRETARIAL PRACTICE
Usually these forms have to be filed at the Registry of CompaniesACRA within a specified
deadline following the change.