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      Company Secretary


      What is a Company Secretary?


      A company must appoint a secretary within 6 months from its incorporation date. A company secretary must be:


      1) A natural person;

      2) Locally resident in Singapore.


      The position of company secretary must not be left vacant for more than 6 months. The sole director of a company and the company secretary cannot be the same person.



      Key Role of a Company Secretary


      A Company Secretary is an official on the board of a company who ensures that the company meets all its regulatory obligations.



      The main duties include:



      • Maintain the company statutory registers and records
      • Ensure that the company and the board of directors comply with the Memorandum & Articles of Association (MAA) at all times.
      • Arrange for shareholder and director meetings.
      • Lodge and file in time all necessary documents required by law.
      • Provide comprehensive legal and administrative support to the board.
      • Assist in the implementation of corporate strategies by ensuring that the board’s decisions are properly carried out and communicated.
      • Ensure that the company meets all its legal obligations.
      • Stay updated on relevant developments and changes in statutory and regulatory obligations.
      • Communicate adequately with shareholders.




      ACRA mandates certain fiduciary duties for a company secretary (similar to the resident director):



      • Always act in the best interest of the company
      • Always avoid conflict of interests
      • Always carry out duties with reasonable care and diligence
      • Never make illegitimate profits from personal dealings for/with the company



      Power of a Company Secretary


      A company secretary in Singapore is vested with the power to authenticate documents or formal proceedings of the company. He or she may be required to execute official documents with a company director under the common seal.



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