Ultimate Guide To Choosing A Corporate Secretary

All companies incorporated in Singapore need to appoint a Company Secretary within 6 months of incorporation and provide that the office of Secretary shall not be left vacant for more than 6 months at any one time. The terms “Secretary”, “Corporate Secretary”, “Corp Sec”, “Company Secretary” are used interchangeably in this context.

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So what exactly does a Corporate Secretary do?

The role of a Secretary is described in the Company Constitution (or Memorandum and Article of Association for companies incorporated before 2016). It includes the proper keeping of company’s statutory registers, keeping tabs of Directors and Members’ meetings and resolutions, lodgement of notification of change in company to Accounting and Corporate Regulatory Authority (“ACRA”) or various government bodies.

In today’s business environment, the role of a Secretary should not be confined to the administration and compliance with local regulations.  For some companies, the Company Secretary also takes on the role of legal advisor, accountant and business advisor to the Board.

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What to look for in choosing a Corporate Secretary.

Qualification:

The minimum criteria for a Secretary are:

• shall be a natural person who has his principal or only place of residence in Singapore;
• not debarred under Section 155B of Companies Act from acting as Secretary of Company
• requisite experience and knowledge to discharge the functions of a Secretary.

Due to the requirements to be well-versed with the Companies Act, and the workings of the company and relevant tax requirements, the role of Secretary is usually filled by a certified accountant, lawyer or a professional who has been acting as Secretary for a good number of years. The firm should also hold a valid registered filing agent license from ACRA to lodge your corporation actions on your behalf on ACRA. 

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Understanding your Requirement: 

Besides having the right criteria, the Company Secretary should also understand your requirements and be able to demonstrate the value-add to bring to the table. At the basic level, the Secretary should be able to explain the steps to take and documents requirements for some corporate yearly compliance e.g.  Annual General Meetings, ACRA Annual Return, IRAS ECI and Form C-S. Simple items are ensuring reminders to filing deadlines are communicated early.

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Costs:

- Is your Secretary upfront and transparent about the costs to engage them? 

- Have they itemised what are the items included in their quotes? 

- Are there hidden items like deposits, GST, disbursements to consider?

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Responsiveness:

- Is your Secretary responsive to your needs and communication? 

- Does your Company Secretary sit on your work and miss deadlines causing you to have to be penalised by regulators?

The Sprout Way

At Sprout, we are proud of our transparent approach to pricing and strive to save as much cost as possible for our clients. As entrepreneurs ourselves, we understand the risk of starting up a business and tries to lower it as much as possible to encourage new entrepreneurs. 

We also work hard to deliver the best service experience for our clients and to ensure that our work is accurate and timely. We are thankful for a wonderful team here that ensures client requests are given top priority, especially when deadlines are concerned. Do give our hardworking team a shout-out when you like their service. This keeps us going the extra mile.

In the same vein, we seek to maintain an open dialogue with our clients. Feel sure to let us know if you are unhappy. We want to have happy and productive working relationships with our clients.

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Trust:

A business relationship is built on the humans working together, so trust is an important criteria. However, if you are engaging a Company Secretary provider for the first time, you may need to rely on your intuition or gut feel to assess the service provider.

- Have you spoken to them to get a measure of your prospective Corp Sec?

- Is she/he able to provide sound guidance?

- Can you trust her/him with your company’s confidential information?

- Can you trust her/ him to deliver the work?

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Advice

A first-time entrepreneur is often exploring uncharted territories. The entrepreneur journey is often lonely yet full of excitement. A reliable Corporate Secretary is also a good listener and understands the challenges a business may face. While the Company Secretary may not be an expert in all fields, he or she would have the experience of helping many companies get off the ground and can share useful insights with a business owner. The Corporate Secretary is also kept abreast of latest updates in the business community and can be a good business advisor. 

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Case Study

We had a client that came to us for secretarial services. At the that time, the client was working off an antique desktop accounting software and paying a bomb for the maintenance. We explained to client the advantages of considering cloud accounting software for example the ability to work off-site, no need for heavy hardware maintenance and upfront costs. While the client was not ready to consider us immediately, the Covid-19 situation caused a change of plan and the client requested for us to set up the cloud accounting software for their team of 10 to work remotely in the next few days and ensure minimal disruption to their business. This is an example of how a provider like Sprout can add value beyond secretarial services.

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Third Party Recommendations For Corporate Secretary:

One of the easiest way is to assess a new Secretary is feedback from other customers. 

- Was the Company Secretary recommended by a trusted source?

- Have you checked out their online reviews?

In today’s world where everything happens in a flash and information plentiful, finding the right provider has never been easier. Try Googling your prospective service provider on what they clients say about them to make an informed decision.

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Summary

The above criteria are meant to be a guide to assist readers to choose a Corporate Secretary that they can work with.  Sprout aims to exceed our clients' expectations, and we will continue to improve ourselves to provide value and high service levels at compelling prices.