Company Secretary in Singapore

From overseeing administrative tasks to ensuring corporate compliance, the responsibilities of a corporate secretary play a pivotal role in the ongoing success of businesses in Singapore. Additionally, the corporate secretary serves as the principal administrator and compliance advisor to the company’s directors. Recognizing the significance of this role, many new and established companies opt to engage the services of an experienced corporate service provider to fulfill their corporate secretarial needs in Singapore.

Especially with the recent huge money laundering cases in Singapore, the government is also tightening the oversight on Corporate Secretaries to ensure that higher professionalism and quality standard in this industry. It is therefore important for you to choose a Professional and established Company Secretary like Heysara to fulfil your corporate compliance needs.

Watch This Video to learn what secretary does and what are the difference of the 3 packages.

Why Do You Need Hire A Company Secretary?

Under Section 171 of the Companies Act every Singaporean company is obligated to designate a company secretary, responsible for ensuring the company’s adherence to Singapore’s corporate regulations. In Singapore’s corporate landscape, the company secretary is not merely an administrative cost but rather a multifaceted figure, serving as an officer, administrator, and guardian for the company, its board, and its stakeholders.
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What Does Singapore Corporate Secretarial Services Include?

The Singaporean company secretary shoulders a diverse set of responsibilities aimed at guaranteeing the company’s adherence to the legal framework of Singapore’s corporate law. The table below outlines a list of the common company secretary’s tasks in Singapore:
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1
Filings with the Accounting and Corporate Regulatory Authority (ACRA)

The company secretary handles all filing with ACRA, which among others things include:
  • Filing notices of appointment, removal, and resignation of various company officers such as directors, CEOs, company secretary or auditors
  • Preparing and filing annual return filings
  • Filing changes in company related information such as Company Name, Nature of Business, Financial Year-end, etc.
  • Filing changes in share related transactions such as increase in Share Capital, Share Transfers, Capital Reduction, etc
  • Filling changes of company officer particulars such as their name, address, contact numbers, etc

2
Maintaining statutory registers

Singapore corporate secretaries are obligated to keep the following statutory registers up-to-date:
  • Register of Substantial Shareholders
  • Register of Company Charges
  • Register of Directors, Secretaries, CEOs and Auditors
  • Register of Nominee Directors
  • Register of Directors’ Interests in Shares and Debentures
  • Register of Registrable Controllers
  • Register of Nominee Shareholders
  • Register of Debenture Holders
  • Minutes book

3
Board meetings

For companies with a more diverse and complex board of directors, Secretary will assist in the convening of physical Board meeting
  • Advise directors on the issues to be discussed in the meeting
  • Prepare and distribute the necessary and documents
  • Attend meeting and record meeting minutes
  • Prepare board resolutions and certify copies of minutes

4
Annual general meetings (AGM) or Extraordinary General Meeting (EGM)

For companies with a more diverse shareholding structure, a physical AGM or EGM will be convened when needed.
  • Prepare and issue meeting notices to shareholders
  • Prepare meeting agendas
  • Prepare and distribute financial reports
  • Ensure that voting is carried out properly
For smaller companies, the Secretary will still need to prepare the necessary AGM paperwork for signatory by all shareholders on an annual basis.

5
Other duties

  • To be appointed as the Named Secretary of the company with ACRA.
  • Conduct regular due diligence and KYC exercise on the company officers.
  • Assist in the maintenance or administration of the Company Corporate Pass (CorpPass) Account.
  • Assist in the registration of Company Data Protection Officer (DPO)
  • Provide regular advisory on compliance matters to the Board of Directors.
  • Ensure the safe custody and proper use of the company seal
  • Handle the correspondence between the shareholders and the company
  • Remind the directors to carry out their statutory duties in a timely manner.

Who can be a Company Secretary in Singapore?

According to the Companies Act, a Singapore company secretary is required to fulfill the following criteria:

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Proficiency in Singapore Company Law

The role of a corporate secretary within a company demands a profound understanding of Singapore’s corporate legal framework and compliance requirements. Furthermore, they should possess familiarity with all mandatory annual company filings.
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Singapore Residency Requirement

This requirement is applicable to both locally and foreign-owned companies operating in Singapore. The corporate secretary must have their primary residence in Singapore.
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Local Residency in Singapore

The Singapore government defines an ordinary resident as a Singapore Citizen, a Singapore permanent resident, or EntrePass holder. In some situations and subject to government consent, an Employment Pass holder who maintains a local residential address in Singapore may also be considered an local resident.

What happens if my company
do NOT appoint a Company Secretary?

In the event that a Singapore private limited company fails to uphold compliance on the appointment of secretary, the Singaporean government may mandate the appointment of a new company secretary who meets the prerequisites of a secretary for a public company.

Comparison table for our 3 secretary plans

Service Items

DIGITAL

$199per annum

PLUS

$598per annum

PRIME

$998per annum

Annual Return Filing

Communication Channels
  • Mobile app to raise service request
  • General Email & General WhatsApp for Enquiries
  • Private WhatsApp & phone calls
  • WeChat support

Account Management

  • Competency level of Secretary Staff
  • Dedicated Client Account Manager
  • Annual CorpPass Administration

Document Signatory

  • e-Signature (via our Secretary App or Hello-Sign)
  • Traditional paper-based Signature

Service Level Agreement

  • Extended support hours
  • Priority response time

Other Benefits

  • Free Office Lounge Usage
  • Free 1st Year Email Hosting

Qualifications of a Secretary for a Public Company

A public company secretary in Singapore must satisfy at least one of the following conditions:

✔️Prior service as a company secretary for a minimum of 3 out of the 5 years immediately before taking on the role of secretary in the public company.

✔️Possession of qualifications in accordance with the Legal Profession Act.

✔️Registration as a public accountant under the provisions of the Accountants Act.

✔️Membership in the Institute of Certified Public Accountants of Singapore.

✔️Affiliation with the Singapore Association of the Institute of Chartered Secretaries and Administrators.

✔️Membership in the Association of International Accountants.

✔️Inclusion as a member of the Institute of Company Accountants, Singapore.

Who does not NOT qualify to be a Company Secretary?

The Companies Act also specifies circumstances in which an individual is disqualified from serving as a corporate secretary.

✔️The sole director of a company is ineligible to serve as a corporate secretary:
In many instances, a Singaporean company with a sole director will appoint its corporate service provider as the named corporate secretary to meet this requirement.

✔️Debarment of the company secretary:
Debarment pertains to a scenario in which the Singaporean government revokes an individual’s rights to act as a company secretary. Company secretaries can face debarment if they have previous violations or disqualification from the government.

Appointment of a Company Secretary in Singapore

A newly incorporated Singaporean company must designate a company secretary within 6 months of its incorporation. Likewise, an existing company should ensure that the position of corporate secretary remains occupied and does not stay vacant for more than six months. The process of appointing a new company secretary involves a decision made by the company directors, typically through a director or board resolution. Additionally, the appointed company secretary is required to complete a “Consent to Act as Secretary” form, also known as Form 45B.

Removal of a Company Secretary

There are situations in which a company may decide to terminate the services of its company secretary. Ideally, the company would request the company secretary’s resignation. However, if the company secretary declines to step down, the company has the alternative of initiating the removal process by way of a board resolution, which doesn’t necessitate the receipt of a formal resignation letter from the company secretary. Once the board resolution has been approved, the company is obliged to submit a notice of the termination of the company secretary to ACRA within a 14-day preiod.

Resignation of a Company Secretary

When a corporate secretary in Singapore decides to resign, the company should follow these steps:

1. The departing corporate secretary to provide a formal resignation letter.

2. The board of directors to pass a board resolution acknowledging the resignation and officially relieving the company secretary of their duties.

3. The company to submit a notice of the Resignation of the company secretary to ACRA via BizFile within a 14-day following the resignation.

More than a filing agent we are your lifetime business partner

You get a convenient platform forever and for free to store your business docs securely, find company data, and get advice whenever you need

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Organisation of Documents

All files and resolutions are organised and stored neatly for your ease of access via desktop or mobile device. Free to download and forward as and when required.
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Timely Reminders of deadlines

All deadlines are reflected on our app and you will receive notifications for any upcoming submissions that might have been overlooked.
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Adding in the human touch

Get a dedicated Company Secretary executive tagged to your company who would be well versed in all your company matters and would be drafting out any additional resolutions you might require. Call, WhatsApp or email them, whichever you prefer.
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24/7 round the clock open communication

You will be stuck from time to time as to how to complete certain filings or what steps to take for certain corporate actions to be performed. Send us inquiries via the app or through traditional modes of communication and our team will revert at their nearest availability.

Trusted by Heysara around the world

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Frequently Asked Questions

Company secretary (or corporate secretarial) is responsible for the administrative work of a company, ranging from reporting and updating of company information on ACRA to preparing the agenda for annual general meetings (AGMs) and recording minutes of the AGM.

Here are the corporate secretary’s roles and responsibilities:

  1. Updating and filing with ACRA
  2. Maintenance and upkeep of statutory registers
  3. Preparation of board meetings and AGMs
  4. Miscellaneous services like:
    • Reminders of filing deadlines
    • Ensure the safekeeping and proper use of the company seal
    • Monitoring shareholder register and movement of shareholders
    • Maintaining shareholder relations

Read moreHow to Choose a Company Secretary in Singapore?

A company secretary is an officer of a company who manages all the statutory requirements of a business and acts as an advisor to the directors and the shareholders of a company. 

A person should meet the following conditions to be appointed as a company secretary:

  • Should be a natural person,
  • Should be a resident of Singapore,
  • Should not have been debarred under section 155B from acting as secretary of the company,
  • Should not be a sole director of the company,
  • Should have the following qualifications:
    • For a private company, the individual need not be a professionally qualified secretary.
    • For a public company, the individual needs to be a professionally qualified secretary like a lawyer, accountant, or chartered secretary, or been a secretary of a public company for at least 3 years in the preceding 5 years.

A foreigner residing in Singapore can also be appointed as a company secretary, provided they have a valid work visa. The company would either need to sponsor an Employment Pass (EP) or an S Pass for the foreigner to work for them or hire an EnterPass holder for the position.

Every business entity, except for a Sole Proprietorship, Limited Partnership (LP), and Limited Liability Partnership (LLP), is required to appoint a corporate secretary in Singapore. Companies should also note that the position of a company secretary cannot be left vacant for more than 6 months.

Find out more on how to appoint a company secretary here.

The company secretary has to ensure that a company’s documentation, annual filing, and other statutory needs are in place. Their takes vary from company to company, but some of the basic ones include:

  • Maintaining and updating company registers
  • Preparing the books of accounts
  • Organizing the Annual General Meeting (AGM) and other board meetings
  • Making and circulating the minutes of the meetings (MOM)
  • Keeping the directors aware of the tasks they need to perform and the deadlines for the same
  • Filing the annual returns
  • Updating any changes in the company’s particulars on ACRA via BizFile
  • Updating company’s officers’ details on ACRA 
  • Making sure there is enough insurance cover for the company, office, directors, and other officers and staff. 
  • Corresponding with the shareholder and addressing their queries.

Today, the company secretary is supposed to do much more than what is mentioned in their contract. They are expected to act as an advisor to the management. And also, in case of any issues between the shareholders and the directors, resolve them. That’s why appointing an accomplished and qualified company secretary is a must. 

A good corporate secretary would always be proactive and keep themselves updated with all the new rules and regulations. They should be able to advise the management on matters related to human resources matters, bank loans, mergers and acquisitions, and if legally trained, on legal matters as well. 

It is also the secretary’s responsibility to be trustworthy and act in the best interest of the company. That is why it is crucial to select the best corpsec services provider there is. There shouldn’t be any conflict of interest and he/she shouldn’t make any illegal profits in the name of the company or by disclosing the company’s confidential details. 

There are a lot of vital statutory tasks that a company needs to do that can get overlooked when one is busy accomplishing their business priorities. The company secretary takes care of all these jobs and ensures the company doesn’t default on this front. The role of the corpsec in compliance is vital. For some, it might feel like a financial burden to hire another headcount, but it’s actually a long-term investment. ACRA too recognized the importance of hiring a corporate secretary and hence made it a mandate. They are ensuring that the companies stay compliant and safeguard the interests of the stakeholders of the company. Also, while the final responsibility for complying with legal obligations lies with the company directors, ACRA holds the company secretary equally responsible for non-compliance.

For SMEs, having an in-house company secretary can often be costly. And if your company isn’t large, the appointed person might not have enough secretarial tasks to fill their office hours. That’s where HeySara comes in. As a professional firm and one of the best rated corporate secretary services provider, outsourcing to us not only saves you time and money but also ensures that your secretarial needs are met efficiently.

Switching your company secretary to HeySara is a straightforward process. The best part? You won’t need to lift a finger! We handle the entire transfer seamlessly, understanding the essential role of a company secretary in your business.

Rest assured, we’ll contact your current secretarial provider, manage all document transfers, and complete the required paperwork on your behalf. Even if your former secretary doesn’t respond, we’ve got you covered. We’ll prepare the necessary removal documents for your signature, ensuring a smooth transition. So sit back and relax, knowing that HeySara confidently manages your corporate secretarial work.

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