To many startups, a company secretary isn’t a priority hire. The cost implications of maintaining a full-time secretary have had some business proprietors serving in both managerial and secretarial roles.
However, company secretaries perform various critical functions than commonly thought. In fact, you’ll be surprised to discover that their job description extends far beyond clerical work.
Besides, it’s a statutory requirement in several countries for companies to appoint dedicated secretaries.
Here are the crucial duties a company secretary can perform in your business.
Who Is A Company Secretary?
Most businesses’ corporate governance frameworks comprise executive posts known as company secretaries.
Company secretaries help senior management communicate effectively with various stakeholders. These consist of employees, customers, shareholders, and the general public. These experts also ensure legal compliance, which sets them apart from private secretaries.
A company secretary also ensures that the corporation meets the applicable statutory requirements. These include financial, labor, and cybersecurity rules.
Because of this crucial duty, business secretaries must stay current on evolving industry rules. They report significant developments to the board of directors (BoD) and recommend changes to follow or adapt to new statutory requirements.
Are Company Secretaries Clerical Officers?
Secretarial duties may be synonymous with clerical work. However, company secretaries aren’t primarily clerical officers.
While a company secretary may handle several clerical duties, their core responsibilities entail enforcing regulatory compliance.
Another defining feature of company secretaries is that they’re appointed by and answer directly to a board of directors. That’s in contrast to clerical officers and private secretaries, who usually work at the behest of their immediate bosses.
Company secretaries are also legal appointees. That means all incorporated companies must have a company secretary, while private secretaries and clerical officers may only be engaged on a need basis.
Critical Duties of a Company Secretary
1. Preparing Minutes
A company secretary prepares minutes of the meetings of the board of directors. Those include annual general meetings (AGMs) and extraordinary general meetings (EGMs).
Part of their role here entails sending out meeting notifications and reminders, consolidating meeting agendas, and documenting all motions.
They also relay action points to concerned parties, ensuring all board resolutions are promptly executed.
2. Maintaining a Registered Address
According to the Singapore Company Act, all businesses in the country are legally required to maintain a registered address. That includes domestic and foreign companies.
The address can be separate from where the company does business. It could also be residential or commercial, provided that it’s not a P.O. Box.
A company secretary maintains their organization’s registered address, primarily as a show of compliance but also for correspondence.
3. Monitoring ACRA and IRAS Changes
Like most countries, Singaporean companies must file their annual returns.
A company secretary ensures the timely filing of annual returns. This also saves your organization from late filing penalties.
They also monitor changes by the ACRA and the Inland Revenue Authority of Singapore (IRAS).
4. Issuing Share Certificates
Share certificates are the most valid proof of ownership in your company.
Whenever your company floats shares in the public market, and shareholders acquire respective stakes, it’s the duty of the secretary to issue the share certificates.
The certificates are typically signed and sealed by the board of directors before issuance.
5. Maintaining Statutory Registers
Every company is legally mandated to keep statutory registers. The nature and volume of these documents may vary, depending on your company’s type and size.
Commonly kept registers include lists of members, directors, debenture holders, transfers, and allotments.
A company secretary also maintains all these documents, making them available whenever required. Besides, they also update them when necessary.
6. Managing Critical Records
While not always a legal requirement, company secretaries oversee the management of critical records pertaining to their organization’s processes and transactions.
These include:
- Company registration and incorporation documents
- Accounting and tax records
- Remuneration and dividend records
- Insurance and pension records
- Meeting minutes
7. Advising the BoD on Corporate Governance
A company secretary is the principal advisor to the board of directors on corporate governance issues.
Here, company secretaries spell out the duties of each board member. This allows them to rally the team toward the company’s long-term objectives. They also manage conflicts of interest and represent the interests of other company stakeholders.
Besides, they will ensure that BoD members meet their obligations in advancing the organization’s brand image.
This may entail reminding them of the company’s mission, vision, and rules of engagement.
8. Ensuring Legal Compliance
Company secretaries help firms achieve statutory requirements; hiring them is regulatory compliance.
According to ACRA, all organizations must appoint a company secretary no later than six months after incorporation.
Final Word
Every company’s success depends on its secretary. These executives do most private secretary jobs and more. Company secretaries are demanding; therefore, hiring the best individual requires diligence.
Choose someone with excellent communication and bargaining skills. Company secretaries are the main links between the executive structure and stakeholders, making these skills crucial. Hiring someone with attention to detail and company law expertise is also wise.
