Role and Responsibilities of a Company Secretary: A Comprehensive Overview

A Company Secretary assumes a pivotal administrative role, ensuring meticulous adherence to all relevant statutory and regulatory requirements. This includes the critical task of notifying directors about deadlines, particularly for matters such as annual filing dates.

Two Distinct Types of Duties: Fiduciary and Company Duties

Company Secretaries juggle two distinct sets of duties: fiduciary duties and company duties.

Fiduciary Duties of a Company Secretary Encompass:

Acting in the Best Interest of the Company:

Always prioritize and act in the utmost interest of the company’s well-being.

Avoiding Conflict of Interests:

Steer clear of any situation that may pose a conflict of interests, ensuring unwavering dedication to the company’s objectives.

Exercising Reasonable Care and Diligence:

Carry out duties with a high degree of care and diligence, ensuring responsible and well-informed decision-making.

Preventing Illegitimate Profits:

Refrain from making any unauthorized gains from personal dealings with or for the company.

Typical Company Duties Include:

Maintaining and Updating Company Registers and Minutes Books:

Overseeing the accurate upkeep and regular updates of the company’s registers and minutes books.

Administering, Attending, and Preparing Meeting Minutes:

Facilitating, attending, and meticulously documenting minutes of meetings for both directors and shareholders.

Ensuring Compliance with Statutory Requirements:

Vigilantly ensuring compliance with all statutory requirements outlined in the Companies Act.

Adhering to the Company’s Memorandum and Articles of Association (M&AA):

Guaranteeing strict adherence to the company’s Memorandum and Articles of Association.

Keeping the Company Informed of Annual Return Deadlines:

Providing timely reminders to the company and its directors regarding crucial deadlines for annual returns and other filings with ACRA.

Advising and Managing Electronic Filings with ACRA:

Offering expert advice to the company and overseeing the appropriate electronic filings with ACRA, ensuring compliance within prescribed timeframes.

Safekeeping and Responsible Use of Corporate Seal:

Safeguarding the corporate seal and ensuring its appropriate and authorized usage.

Keeping Company Officers Updated on Statutory Law Changes:

Actively updating company officers on key changes in statutory law that may impact the company’s operations.

Acting as a Liaison Between the Company and Relevant Agencies:

Serving as a crucial intermediary between the company and relevant agencies such as IRAS, ACRA, or the Stock Exchange. This includes facilitating communication and ensuring seamless cooperation in regulatory matters.