Company Secretary in Singapore: Conventional & Modern Contribution

Company secretarial services in Singapore

The role of a company secretary has transformed significantly. Traditionally seen as an administrative function primarily responsible for handling paperwork and ensuring compliance with statutory requirements, the modern company secretary now plays a pivotal role in shaping a company’s strategic direction and overall success.

Here, we have shared some of the useful contributions of a company secretary in Singapore toward the benefits of corporations & individual businesses.

The Traditional Role of a Company Secretary

Historically, the role of a company secretary was centered around administrative and compliance-related tasks. Some of the core responsibilities included:

  • Statutory Compliance: Ensuring that the company adhered to legal and regulatory requirements, such as filing annual returns and maintaining company records.
  • Board Meetings: Coordinating board meetings, preparing minutes, and ensuring that directors were aware of their legal obligations.
  • Company Records: Maintaining and updating statutory registers and records, including shareholder information and share certificates.
  • Legal Documentation: Drafting and filing legal documents, such as resolutions and changes to the company’s constitution.
  • Communication: Facilitating communication between the board, management, and shareholders.

While these responsibilities remain vital to a company’s operations, the evolving business landscape demanded a shift in the company secretary’s role.

Recommended post: Role Of A Company Secretary For Your Startup

The Modern Company Secretary as a Strategic Partner

1. Governance and Compliance Expertise

Modern company secretaries continue to excel in governance and compliance, but their expertise now extends beyond mere regulatory adherence. They stay updated on evolving laws and regulations, offering proactive guidance to ensure the company’s compliance while also minimizing risks.

2. Strategic Advisory Role

The company secretaries actively participate in board meetings, providing valuable insights and recommendations that align with the company’s long-term goals. This major shift in the role of a company secretary can be seen as their contribution to the decision-making of a company.

3. Risk Management

Company secretaries are instrumental in identifying and managing risks. They work closely with other departments to assess and mitigate various risks, including legal, financial, and reputational.

4. Corporate Governance

Modern company secretaries promote best practices in corporate governance. They assist in the development and implementation of governance policies that enhance transparency, accountability, and ethical conduct within the organization.

5. Shareholder Engagement

Company secretaries act as a bridge between the company and its shareholders. They facilitate effective communication, handle shareholder inquiries, and ensure that shareholder interests are considered in every important process.

6. Board Support and Training

In addition to administrative support, company secretaries offer training and development programs for directors, keeping them informed about their roles, responsibilities, and legal obligations.

7. Mergers and Acquisitions

Company secretaries play a crucial role in mergers and acquisitions (M&A) by assisting with due diligence, regulatory compliance, and the drafting of legal documents.

8. Ethical Leadership

They champion ethical leadership within the organization, fostering a culture of integrity, transparency, and responsible behavior.

How the Shift Benefits Companies

The transition of company secretaries into strategic partners offers several benefits to companies:

1. Enhanced Decision-Making

With their deep understanding of the company’s operations and regulatory landscape, modern company secretaries provide valuable insights that contribute to informed and strategic decision-making.

2. Reduced Legal Risks

By actively managing and mitigating legal risks, company secretaries help safeguard the company’s reputation and financial well-being.

3. Improved Corporate Governance

The promotion of strong corporate governance practices enhances the company’s reputation and attracts investors and stakeholders who value transparency and ethical conduct.

4. Efficient Compliance

Efficient and proactive compliance management reduces the risk of penalties and legal issues, ensuring the company operates within the bounds of the law.

5. Shareholder Confidence

Effective communication and engagement with shareholders build trust and confidence in the company’s leadership.


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ACRA Cancels Registration of Filing Agent and Qualified Individual for AML/CFT Breaches

The Accounting and Corporate Regulatory Authority (ACRA) had cancelled the registrations of filing agent (RFA) and qualified individual (RQI) on 18 January 2024. The registrations were cancelled in view of breaches of anti-money laundering and countering the financing of terrorism (AML/CFT) controls under the ACRA (Filing Agents and Qualified Individuals) Regulations 2015 (the “ACRA Regulations”).

Some of the basic AMT/CFT controls that a RFA and RQI are required to exercise are as follows:

(a) perform additional customer due diligence measures when a customer is not physically present during onboarding;

(b) inquiring if there exists any beneficial owner in relation to some of its customers; and

(c) perform risk assessments i

RQIs and RFAs provide corporate secretarial services for business entities, such as helping customers to incorporate companies, file annual returns and fulfil other filing requirements under the Companies Act 1967 or other Acts under ACRA’s purview. RQIs and RFAs are required to perform customer due diligence measures in accordance with the ACRA Regulations, and conduct their business in such a manner as to guard against the facilitation of money laundering and the financing of terrorism. RQIs and RFAs must also satisfy statutory requirements such as being fit and proper persons, to be registered or continue to be registered.

RQIs and RFAs who breach their statutory obligations may be subject to enforcement actions, such as financial penalties of up to $10,000 or $25,000 per breach respectively or have their registrations with ACRA suspended or cancelled.

Therefore, RQIs and RFAs play an important role in helping to detect and combat illicit activities.

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