A Corporate Secretary is also known as ‘Company Secretary’ in some countries. Irrespective of where you are on the globe, and especially if you are in Singapore, a Corporate Secretary is amongst the essential roles in an organization.
The Corporate Secretary is an ever-expanding portfolio with governments levying more and more responsibilities over time. He performs a plethora of jobs that are an integral part of every organization’s well-being.
In Singapore, not every organization needs a Board of Directors, but a Secretary is a must-have. He is the official record keeper and is responsible for managing most of the legal tasks surrounding the company.
Singapore’s medium and small-sized businesses prefer outsourcing their corporate secretarial services to third-party organizations because of multiple reasons. Outsourcing may offer several advantages over the traditional process of hiring an individual.
In this article, we discuss the various aspects of corporate secretarial services.
What are Corporate Secretarial Services?
As mentioned above, corporate secretarial services are an indispensable part of every organization. A corporate secretary is not only laden with several critical internal compliance regulations, but his job also stretches further, too.
He, along with other vital members of the organization, is responsible for certain legal obligations. The law places an onus on him to comply with regulations and report them to the higher authorities at the earliest. In case he comes across any wrongdoings with external parties, such as auditors, the law allows a company secretary to act as a mediator and settle the issues.
Scope of services
Even though a Corporate Secretary in Singapore has a broad spectrum of services to cater to, here is a list of the major ones –
- Preparing, managing, and filing annual returns
- Filing notices pertaining to appointment, removal, or resignation of eminent personalities in the organization, such as CEO, CS, directors, and others
- Filing any changes in share capital
- Filing any changes in the company name
Board meetings and minutes
- Prepare and distribute the agenda of the meeting
- Advising directors on critical topics that can be discussed
- Attend the meeting and record its meetings
- Certify copy of minutes and preparation of board resolutions
AGM (Annual General Meetings)
- Prepare agendas of the meeting
- Issues notice to shareholders before the meetings
- Regulation of voting exercise
- Distribution of proxy reports
- Preparing meeting agendas
- Act as the mediator between the auditor and the board and resolve issues
- Ensure the safe custody and handling of the company seal
- Taking care of official papers, such as letterheads, notices, and other documents published under the name of the company
- Listening to shareholder grievances
- Overlooking the statutory compliances
- Ensuring that the company’s name and entity number appears on all the legal documents
- Ensuring that the insurance cover for the organization and its vital people is sufficient
- Carrying out the functions of the company with utmost transparency and accountancy
- Overlooking the administrative functions
Also, he carries out other duties depending on his employment contract and his professional qualifications. If a Secretary has been an accountant or lawyer, he has a say in corporate finance or litigations and warrants, respectively.
Role of a Corporate Secretary
A Corporate Secretary must ensure that the company complies with all the relevant rules and regulations. He plays a versatile role in an organization, which includes responsibilities such as –
Acts as a liaison to the shareholder
A Secretary is a bridge between the external shareholders and the Board of Directors. Whenever the former wishes to communicate and share his thoughts across, they forward it to the CS, who then passes it to the requisite people. He ensures that the grievances and suggestions of the minority owners are not left unheard.
Advising the Board of Directors
A Corporate Secretary keeps a tab on all the major statutory compliances of an organization. They also remind the BoD to maintain regularity and informs them of the due dates and the other details involved. Also, he is responsible for the successful induction of new directors in the organization with complete documentation.
Fiduciary to the company
A CS is liable to serve in the best interests of the organization that employs him/her. He should ensure that his decisions are unbiased and he acts within the purview of the regulations that rule his position. Also, he must carry out due diligence and doesn’t make any secret profit while fulfilling his duties. He must not divulge confidential information of the organization without the prior approval of the board.
Who can offer these services?
Unlike most countries, a Corporate Secretary in Singapore need not have a mandatory law degree. These are the criteria which a person must meet to be eligible for the magnanimous role –
- He/She must either be an ordinary Singaporean citizen, or a permanent resident, or an Employment Pass holder.
- No law/judgment has been passed debarring such a person from acting as a Corporate Secretary.
- If a person is the sole director of an organization, he cannot serve as its Secretary at the same time.
If the organization cannot appoint the requisite personnel, they can sublet the task to a Corporate Service Provider. They handle all the compliances on your behalf and do not charge exorbitant prices. Hiring a capable CSP ensures that you will get the best services at the most reasonable price.
Who benefits from these services?
Most businesses with a limited workforce will benefit from hiring a Corporate Service Provider. They take over specific tasks from the organization, allowing them to focus on their core areas. It not only saves time but also adds the missing finesse to the final work.
Even though most businesses would benefit from hiring a CSP, small and medium-sized companies are more likely to hire them. If you are a foreign company setting up your branch in Singapore and are not sure about the rules and regulations that you must adhere to, a Corporate Service Provider can be your perfect match.
Even otherwise, several sectors could benefit from hiring third-party organizations for managing their legal activities. These include highly competitive sectors like hospitals, restaurants, entertainment, and similar niches where they already have too many issues to cater to and letting someone else take care of their legal aspects will ease their burden to a great extent.
Why outsource to a Corporate Service Provider?
Singapore has a highly competitive business environment, and organizations face competition not only from domestic but also international brands. So outsourcing their non-core competencies has become a mundane task, like in most parts of the world.
Most small and medium-sized businesses, due to their limited workforce, outsource corporate secretary services to the providers. Here is why companies should outsource secretarial services to a Corporate Service Provider:
Focus on core competencies
Most medium or small organizations, owing to their limited footprint, hire a limited workforce. Since secretarial services involve a lot of paperwork, which would inadvertently consume a lot of time, they prefer hiring a corporate service provider to look after that aspect. It would allow better focus on their core competencies.
Reduction in costs
Most people you hire may not be efficient in handling the tasks of a secretary. With the world going through a prolonged recession, most businesses have suffered from budget cuts. The lower funds make it imperative for you to hire a third-party to handle your work efficiently instead of assigning the same to your workforce.
Improved risk handling
When you have experts on board, they, with their skills and experience, inevitably handle crunch situations better. Additionally, they also have higher efficiency and compliance, ensuring that such cases are rarely around.
In-depth knowledge of the industry
If you are just starting out, you may not have the requisite expertise to handle all the regulations surrounding your business with ease. Hiring a Corporate Service Provider will ensure that your compliances are handled with ease. Most of them also offer additional services at no extra cost during an emergency.
Corporate Secretarial services are an integral part of an organization, irrespective of it being private or public. Even though the latter has more regulations to abide by, the former has its own needs too.
A Corporate Secretary is one of the key advisors in an organization, making it imperative that you get your choice right. If you are looking for a Corporate Service Provider, Intime Corporate can be your perfect choice. We put your needs first and help you remain compliant with the applicable regulations.
At Intime Corporate, we offer a plethora of services, which include compliance with ACRA requirements, state rules and regulations, drafting resolutions, and many more. Our team of experts specialize in assisting foreign countries in setting up their businesses in Singapore conveniently. Our mission is to provide punctual and concise services that allow companies to curtail their operating costs while improving efficiency.
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