Corporate secretary

Panorama Developments (Guildford) Ltd v Fidelis Furnishing Fabrics Ltd (1971) QB 711
CA Lord Dennings M.R. said:

“…a company secretary is a much more important person nowadays than he was in 1887. He is an officer of the company with extensive duties and responsibilities….He is no longer a mere clerk…He is certainly entitled to sign contracts connected with the administrative side of a company’s affairs,…All such matters now come within the ostensible authority of a company secretary.”

Companies Act
171.—(1) Every company shall have one or more secretaries each of whom shall be a natural person who has his principal or only place of residence in Singapore.
[13/87; 40/89]
(1A) It shall be the duty of the directors of a company to take all reasonable steps to secure that each secretary of the company is a person who appears to them to have the requisite knowledge and experience to discharge the functions of secretary of the company.

Although it is NOT defined for a private limited company what / who is a person with requisite knowledge and experience, it is defined for a public listed company:

-Been a secretary of a company for at least 3 of the 5 years immediately before his appointment as secretary of the public company.
-Qualified person under the Legal Profession Act (Cap. 161).
-Public accountant registered under the Accountants Act (Cap.2)
-Member of the Institute of Certified Public Accountants of Singapore.
-Member of the Singapore Association of the Institute of Chartered Secretaries and Administrators.
-Member of the Association of International Accountants (Singapore Branch).
-Member of the Institute of Company Accountants, Singapore.

In general, the following are the duties of the Company secretary:

Role and responsibility of Company Secretary includes but not limited to following:

-Change of directors and shareholders, etc.
-Maintaining statutory register of directors and shareholders
-Issuing share certificates and maintain records of transfers of shares
-Maintaining the register of members and debenture holders
-Preparation and submission of the Annual Returns
-Filing of documents and changes with corporate regulatory body
-Attending to routine secretarial matters of the company such as
-First board meeting,
-Annual general meeting,
-Affixation of common seal,
-Providing company biz profile records.
-Safekeeping, updating, and maintaining registers, minutes book, and other statutory records.
-Reminding you of the various statutory compliance dates
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We have different levels of services that meets your requirements.

Appointment of Corporate secretary – S$180 – S$300 per annum
(This is optional as you may appoint yourself or your fellow director to be a Corporate secretary)

Corporate secretarial services
Start-up pricing – S$150 per annum (1 director / 1 shareholder)
Others ranging from S$180 – S$360 (depending on the number of directors/and location of directors)
Companies with corporate ownership – S$300 – S$720 p.a.

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