Statutory Secretary

All companies registered in Singapore must have at least one resident of Singapore serving as the statutory secretary of the company at the time of registration. The board of directors of the company is responsible for appointing a company and determining the salary and remuneration of the secretary. Company directors must ensure that a qualified person is selected as the statutory secretary of the company.

Responsibilities of the Statutory Secretary

Like other directors in the company, the statutory secretary of the company is an officer of the company. Under the Companies Act, the secretary must:

View their central mission as one of maximizing the company’s profits
Avoid conflicts of interest
Be responsible and diligent in work
Not obtain illegal interests for the company through private dealings, and/or not obtain illegal interests for oneself through private dealings with the company

In smaller companies, the company’s statutory secretary usually carries out administrative work, such as making records of company documents and the relevant registration matters, as well as financial reporting. In large companies, the statutory secretary will generally take on more responsibilities, such as ensuring that the company’s executive implementation complies with the mandates of Singapore’s laws and regulations.

The statutory secretary of a Singapore company is a central figure in the company, as they are responsible for:

Maintaining the company’s statutory register and relevant records
Arrange meetings between shareholders and directors
Submit the documents for registration as specified by laws and regulations.
Administratively support meeting preparations
Provide comprehensive legal and administrative support to the Board of Directors
Assist in implementing the company’s corporate strategy and ensure that the decisions of the Board of Directors are well-implemented and communicated
Ensure that the company’s meetings comply with legal obligations
Keep abreast of Singapore’s laws and regulations
Full, clear communication with the Company’s shareholders

Kindly note that although the directors of the company bear the ultimate responsibility for complying with laws and regulations, the statutory secretary of the company is also responsible for the company’s violation of laws in certain circumstances. This is because the Singapore Companies Act recognizes that the decision is made by the directors under the guidance of compliance advice provided by the secretary. The secretary is defined as the “public officer” of the company, which means that the secretary is bound by related duties and responsibilities. Therefore, the company’s statutory secretary in Singapore must report the company’s administrative matters to the directors in a timely manner.

The role of the statutory secretary in a Singapore company can be summarized as follows:

As the consultant of the board of directors of the company, the statutory secretary onboards new directors into the company according to standard procedures; provides necessary, practical administrative support to directors; timely delivers information to each director to facilitate the convening of the Board of Directors.
The statutory secretary of the company checks that the company’s operation complies with relevant laws and regulations, with the company’s commercial interests as the core goal, and ensures that the decisions of the Company’s board of directors are properly implemented; the company secretary also needs to provide guidance on business ethics and company operations.
Due to the close relationship between the statutory secretary and the board of directors, the secretary is the most convenient point of contact for stakeholders on issues related to the company’s affairs. Therefore, the secretary should frequently communicate with the company’s shareholders to ensure that the interests of shareholders are well taken into consideration in the company’s operations. For example, the secretary should ensure that the company’s financial reports are sent to the shareholders of the company in a timely manner so that the shareholders can suitably prepare themselves before the Annual General Meeting (AGM).

The main responsibilities of the Statutory Secretary of a Singapore company are as follows:

Ensuring that regulations are up to standard. According to the Singapore Companies Act, the company must archive the company’s documents and information, and disclose the information when necessary. The secretary is responsible for closing the company’s accounts on time and submitting them to the Singapore Accounting and Enterprise Authority (ACRA), as well as archiving the relevant necessary registration documents.
Matters related to the Board of Directors
Matters related to the company’s AGM
Matters related to the Articles of Association
Keeping the company’s registration information and declaration records, such as members, fees collected, of directors, managers, secretaries and auditors of the company. This also includes the interests of the directors of the company in shares and bonds, the holders of the bonds, and the meeting minutes.
Application for statutory documents, such as Alteration of Share Capital documents, amendments to the Articles of Association, appointment or resignation documents of the company’s directors and secretary, submitted to ACRA, and resolutions of the Board of Directors
Reporting and finance: assisting in the publication and dissemination of the company’s Annual Report, and ensuring that the annual financial report is correctly prepared according to laws and regulations, etc
Registration of shares, preservation of registration documents of company members, supervision of share allotment and other matters related to shareholders and shares
Advising on the development of corporate governance, and assisting directors to propose, implement and maintain good corporate governance policies
Ensuring that company seals are used correctly and securely kept
Notifying ACRA if the company changes its registered address
Ensuring that the company’s letters, circulars, and other official external communications bear the company’s name and relevant information in accordance with the Companies Act
Ensuring that the company’s insurance has sufficient coverage to protect the company, directors, office staff and office location
Assisting in and supervising the operations of the company’s overseas offices to ensure that their offices comply with the laws and regulations of overseas office cities