Depending on which country you’re operating from, you may be required by law to employ a corporate secretary. A corporate secretary basically carries out all the compliance work that is necessary like maintaining your books, records and storing all the certificates required by government.
Last time we talked about the don’ts when hiring a corporate secretary, this time we are going to provide you with a few tips to help you hire a great corporate secretary.
- Do you need one?
Before you start looking, ask yourself if you need one. In Malaysia, it is a requirement by the Companies Commission of Malaysia (CCM) for every limited company to have one.
On the other hand, if you are in Singapore, you are only required by law to engage with a qualified officer in your company if you own a public company. You are not obliged to have a qualified corporate secretary if you own a small private limited company. However, you can still hire one if you think it is necessary.
In Australia, Corporations Act companies’ secretary appointment is statutory and is responsible for statutory duties.
- When to hire?
In Singapore, the Companies Act Cap 50 dictates that every company has to appoint a qualified company secretary or a corporate secretary within 6 months from the date of its incorporation. The company secretary must be a Singaporean and also a natural person (one who has their own legal personality). As they are the most prominent person to your company start-up (as they hold all legal documents), it is advisable that you hire a corporate secretary as soon as possible.
If you already have a company secretary and are looking to find a replacement, be sure you get to it as soon as possible as they have to quickly catch up on the responsibilities previously held by your previous company secretary.
- What are the basic skills needed?
The first and very important skill they must possess is governance expertise. Company secretaries should be the corporate governance professional in their organisation as they are the sought after person for any governance issues. Check if your candidates have undertaken at least a few initial formal training in governance and company secretarial practice. They also need to convince you that their governance knowledge is up-to-date.
In order to do this, ensure that you or your former company secretary is aware of the current local laws and regulations and ask questions regarding the matter. You do not want to hire someone who does not continuously seek to upgrade their knowledge in the industry. This may spell trouble for the entire company.
- Get help.
If you want to save time and ensure hiring the best corporate secretary, hire a consultancy agency. Consultants such as Sandhurst (Singapore) and KL Management Services (Malaysia) are examples of agencies that offer such services. Unlike any typical recruitment agencies, these specialised consultants act as your corporate secretaries with an annual fee. Sandhurst for instance prepares a customised Memorandum and Articles of Association (M&AA) according to the needs your company. These agencies are especially helpful if you are a foreigner starting a new company.
- Check for integrity and commitment
A Company Secretary must possess outstanding integrity, and be able to provide unbiased guidance and advice. They should be able to spot and raise awareness regarding certain issues that may potentially harm the company.
Commitment is also essential because your company’s lifeline basically relies on this person. You do not want to hire someone that has the potential to quit in half a year or one year after. Ideally, you want someone who wants to stay. Therefore check if her/his values matches yours.
Run a thorough background check.
Hiring a bad corporate secretary is going to cause you so much trouble, it can even lead you to charges and imprisonment. So run a background check to ensure the credibility of your potential new employee. It would also help if you ask them for police checks.
According to the Accounting and Corporate Regulatory Authority (ACRA) in Singapore, these are some of the common offences and prosecutions and penalties for companies under the Companies Act, Cap 50:
- Failure of Substantial Shareholder to notify company of its interests
- Failure of a company to have registered office address
- Failure to notify the registrar of any change in the situation of the registered office address and office hours
- Failure to publish company’s name and registration number
- Failure to notify registrar of changes within one month from the date of holding the Annual General Meeting
- Failure to lodge the Annual Return of the company within one month from the date of holding the Annual General Meeting
- Penalty for carrying business without registering a corporation and for improper use of words Limited and Berhad (unregistered entity)
- Providing a false and misleading statement
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