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Title: Company Secretaries Duties

The information below provides a guide to the basics of a companys secretary
and his duties & responsibilities and the relevant requirements in the
Companies Act (Cap 50). It should be read with the relevant legislation. Always
seek legal advice if you are unsure of any matters.
1. OVERVIEW

1.1 Companies can appoint a secretary to assist in the administration of a
company. Company secretaries are officers of a company and have certain
responsibilities to fulfill. Only public companies are required to appoint a properly
qualified person as a company secretary. This write-up provides information on key
duties and responsibilities of company secretaries.

1.2 This write-up provides information on:

1) who can be a company secretary;
2) what are the duties of a company secretary;
3) presence at the registered office;
4) keeping statutory registers;
5) lodgement of statutory returns; and
6) liabilities of directors if duties are breached.

2. WHO CAN BE A COMPANY SECRETARY?

2.1 The secretary must be:
a) ordinarily resident in Singapore
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[i.e. a Singapore citizen, a Singapore
Permanent Resident or a person who has been issued an Employment
Pass/Approval-In-Principle letter/Dependents Pass
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];

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Section 171(1), Companies Act
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b) a natural person
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; and

c) a person who appears to have the requisite knowledge and experience to
discharge the functions of the secretary of the company
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. It is important to
note that it is the duty of the directors of the company to take all reasonable
steps to secure that each secretary of the company fulfills the above
requirement.

2.2 A private company is not required to appoint a properly qualified person as a
company secretary unless the Registrar requires the company to do so
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.

2.3 A public company shall appoint a secretary who:
a) on 15 May 1987 held the office of secretary in that company and continued to
hold that office on 15 May 2003;
b) for at least 3 years in the period of 5 years immediately preceding his
appointment as secretary, held the office of secretary of a company;
c) is a qualified person under the Legal Profession Act (Cap. 161), a public
accountant, a member of the Singapore Association of the Institute of
Chartered Secretaries and Administrators, or a member of such other
professional association as may be prescribed; or
d) is, by virtue of such academic or professional qualifications as may be
prescribed, capable of discharging the functions of secretary of the company
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.

2.4 A director is allowed to be a company secretary unless he/she is the sole
director of the company.
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A Dependents Pass (DP) holder is allowed to work in Singapore as long as the DP holders potential employer
is willing to apply for a Letter of Consent that requires approval from authorities. Please refer to the Ministry of
Manpower for further details on work passes and note that some restrictions may apply.
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Section 171(1), Companies Act
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Section 171(2), Companies Act
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Section 171(1AB), Companies Act
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Section 171(1AA), Companies Act
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Section 171(1E), Companies Act
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3. DUTIES OF A COMPANY SECRETARY

3.1 A company secretary is also an officer
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of the company and as such, shall not
make improper use of any information acquired by virtue of his/her position as an
officer of the company to gain, directly or indirectly, an advantage for himself/herself
or any other person or to cause detriment to the company.

3.2 If the office of the company secretary is vacant, or if for any reason the
secretary is not in a position to act, anything required or authorised to be done by the
secretary may be done by an assistant or deputy secretary capable of acting, or by
any officer of the company authorised by the directors. This is provided the office of
the secretary shall not be left vacant for more than 6 months at any one time
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.

3.3 The Code of Corporate Governance 2005
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and the Singapore Association of
the Institute of Chartered Secretaries and Administrators (SAICSA)s good
governance guides
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provides some assistance to the company secretary on
his/her role and duties in public listed and private limited companies in Singapore.

4. REGISTERED OFFICE

4.1 At least one secretary shall be present at the registered office of the company
by himself/herself or his/her agent or clerk on the days and at the hours during which
the registered office is to be accessible to the public.

5. STATUTORY REGISTERS

5.1 The company secretary has to ensure that the following statutory registers
(which are statutorily required) of the company are to be properly established and
maintained:

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An Officer is defined in Section 4(1), Companies Act to include the secretary
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Section 171(4), Companies Act
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The Code of Corporate Governance issued by the Corporate Governance Committee can be viewed from:
http://www.mas.gov.sg/fin_development/corporate_governance/code_of_corporate_governance.html
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SAICSAs guides can be viewed from http://www.saicsa.org.sg/english/aboutsaicsa/saicsagood.asp
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Register and Index of Members;
Register of Transfers;
Register of Directors, Managers, Secretaries and Auditors;
Register of Debenture Holders and copies of Trust Deeds;
Register of Substantial Shareholders;
Register of Directors Interests in Shares, Debentures, Participatory Interests,
Rights, Options and Contracts to which the director is a party or under which
he/she is entitled to a benefit;
Register of Charges and the Instruments creating the Charges;
Register of Interest Holders (interests other than shares, debentures, etc);
Branch Registers;
Minute Books of Members Meetings; and
Minute Books of Directors Meetings.

6. STATUTORY RETURNS

6.1 He or she also has to prepare and ensure timely lodgment of all returns
(concerning changes relating to the company) that are required to be filed with
ACRA. In addition to the all of the above, a company secretary might be required to
perform the following duties:

(a) Meetings
To administer, attend and prepare minutes of meetings.

(b) Compliance with legal requirements
To ensure compliance with any company related statutory requirements and
provisions.

(c) Memorandum and Articles of Association
To be familiar and ensure compliance with the companys memorandum and articles
of association and to periodically update the documents in response to the changes
in laws and practice.
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(d) Company Seal
To ensure safe custody and proper use of the company seal, if any.

7. LIABILITIES FOR BREACH OF DUTIES

7.1 A secretary who commits a breach of his/her duties shall be liable to the
company for any profit made by him/her or for any damage suffered by the company
as a result of the breach.

7.2 A secretary who is guilty of an offence under the Companies Act shall be
liable on conviction to, a fine, imprisonment, or a default penalty under the respective
provisions.