What is a corporate secretary in Singapore

What Is a Company Secretary Singapore?

Under Section 171 of the Companies Act, every company in Singapore is required to appoint a company secretary Singapore to ensure compliance with the local Company Law. The company secretary in Singapore is not just a headcount but a key officer, advisor, and fiduciary to the company, its board, and shareholders. The role of company secretary Singapore contribution is vital in ensuring that any Singaporean company will run without any hiccups and will become eventually prosperous.

Company Secretary Singapore Requirements and Qualifications

Who qualifies as a Company Secretary Singapore?

According to the Companies Act, a Singapore company secretary must have the requirements as follows: 

  • A Singapore company secretary is expected to be knowledgeable and experienced with company regulations and compliance: A company secretary, playing such an influential role in the company, is supposed to have a profound knowledge of Singapore company law. Also, the company secretary Singapore should be conversant with all necessary company annual filings.
  • The company secretary’s primary residence must be in Singapore: This is applicable to both local and foreign owned companies in Singapore.
  • A Singapore company secretary must be an ordinary resident of Singapore: An ordinary resident according to the Singapore government is a Singapore citizen, a Singapore permanent resident or an EntrePass holder. In some instances, an Employment Pass holder who has a local address in Singapore can qualify as a resident.

In the case where a private limited company in Singapore does not comply with company law, the government of Singapore may require the company to appoint a new company secretary who fulfills the requirements of a public company secretary. A public company secretary in Singapore must meet at least one of the following additional requirements:

  • Have served as a company secretary Singapore for at least 3 out of the 5 years immediately preceding their appointment.
  • Be recognized as a qualified person under the Legal Profession Act.
  • Be a registered public accountant under the Accountants Act.
  • Hold membership in the Institute of Certified Public Accountants of Singapore.
  • Be a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators.
  • Be affiliated with the Association of International Accountants.
  • Be a member of the Institute of Company Accountants, Singapore.
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Who is not qualified as a company secretary Singapore?

By the Companies Act, a person cannot become a company secretary based on the following: 

  • The sole director of a company cannot serve as a company secretary Singapore: Mostly, a Singapore company with a single director will appoint its corporate service provider as the company secretary to satisfy this requirement.
  • The company secretary has been debarred: Debarment is a case when the Singapore government takes away the right of an individual to act as a company secretary Singapore . Debarment of company secretaries can happen if they fail to adhere to the Singapore Company law.

Appointing a Company Secretary Singapore

A new company in Singapore has to appoint a company secretary Singapore within 6 months of incorporation. Likewise, a company must make certain that the post of company secretary is not left vacant for more than 6 months.

A company can elect a new company secretary by means of a vote by the company directors, also known as a director or board resolution. The appointed company secretary Singapore must also fill out a consent to act as a secretary which is known as form 45B.

Finally, to formally appoint the company secretary, the company needs to file an appointment of company secretary with the Accounting and Corporate Authority (ACRA) using BizFile, which is Singapore’s online company filing system.

Related article: Company Formation in Singapore: A Comprehensive Guide

The Procedure for the Company Secretary Singapore Removal

A company may at times decide to dismiss a company secretary Singapore. Ideally, the company secretary should be forced to resign. On the contrary, if the company secretary does not agree, a company has an option of removing the company secretary forcibly.

Normally, a company can terminate a company secretary by board resolution without a resignation letter from the company secretary. Upon the passing of the board resolution, the company is required to file a cessation of company secretary with ACRA within 14 days.

Resigning Procedure of Company Secretary Singapore

In general, if a Singapore company secretary resigns, a company is required to take the following actions

  • The outgoing company secretary should submit a resignation letter.
  • The board of directors should approve a board resolution accepting the resignation and removing the company secretary Singapore from their position.
  • Lastly, the company has to notify ACRA by filing cessation of company secretary using BizFile within 14 days of the resignation.

What Is the Scope of Services Offered by Company Secretarial Singapore?

The Singapore company secretary will have many responsibilities, which include fulfilling the criteria of the Singapore company law to avoid any dealing in non-compliance matters. The following list outlines key Singapore company secretary matters, but is not exhaustive:

ACRA Fillings 

All filings with ACRA are managed by the company secretary, including:

  • Handling notices for appointing, removing, or resigning directors, CEOs, company secretaries, or auditors
  • Preparing and submitting annual return filings
  • Managing filings for changes in company name
  • Handling filings for changes in share capital

Keeping up with the mandatory registrations 

Company secretaries in Singapore are required to maintain the following statutory registers:

  • Substantial Shareholders Registry
  • Company Charges Record
  • Registry of Directors, Secretaries, CEOs, and Auditors
  • Nominee Directors Log
  • Directors’ Shares and Debentures Interests Register
  • Controllers Register
  • Debenture Holders Log
  • Minutes Log

Board meetings

  • Provide guidance to directors regarding meeting agendas
  • Compile and disseminate essential information and documents
  • Attend meetings to document minutes
  • Draft board resolutions
  • Authenticate copies of minutes

Annual general meetings

  • Draft and distribute meeting notices to shareholders
  • Create meeting agendas
  • Prepare and circulate financial reports
  • Disseminate proxy reports
  • Ensure proper conduct of voting

Other duties

  • If necessary, take care of the safety and proper use of the company seal.
  • Manage the communication of the company with the shareholders.
  • Prompt the directors to perform their statutory duties within the stipulated time.
  • Maintain openness and oversight in the operations of the company.

Related article: Understanding Company Regulatory Compliance: Best Practices for Businesses in Singapore

What Is the Role of a Company Secretary Singapore?

A company secretary in Singapore plays many hats for the company. Underneath are the most significant ones.

1. The advisor of the directors was Singapore company secretary.

In an advisory role, the company secretary Singapore advises the directors on how to perform their statutory duties and stay compliant with the Singapore company laws. In addition, the secretary is responsible for preparing and sending important information to directors to ensure that board meetings are effective.

Company directors may also depend on the company secretary to offer practical assistance in the administration of the company. Finally, the company secretary makes sure that new directors are appropriately inducted as per the company’s constitution and Companies Act.

2. Singapore company secretarial as the Link to the shareholders

Owing to their close association with the board, the company secretary is the first point of call for shareholders who wish to communicate with the company. Hence, the company secretary Singapore should be in regular communication with the shareholders to be sure that their concerns are represented to the board of directors.

3. The Singapore company secretary serves as the primary compliance officer for the company

The company secretary should see to it that the company abides by the law in Singapore. Besides, company secretary Singapore should offer advice regarding correct corporate governance and ethical business practices.

4. The Company Secretary in Singapore as a Fiduciary to the Company

Finally, one of the key functions of a Singapore company secretary is to act as a fiduciary of the company. Where there is negligence or breach of fiduciary duties, the company secretary Singapore may be held accountable. In upholding their fiduciary duties, company secretaries are expected to:In upholding their fiduciary duties, company secretaries are expected to:

  • See to it that their personal interests are not in opposition to the interests of the organization.
  • Not act outside the authority given by law.
  • Perform their functions carefully and diligently.
  • Not engage in any hidden gain while executing their duties.
  • Not disclose confidential information or trade secrets of the company.


From office functions to company compliance, the position of company secretary Singapore is essential for the achievement of a sustainable business strategy for the Singapore company. Additionally, the secretary of the company also plays the central role of the informant and advisor to the board directors.

Considering such positions’ significance many companies (new and existent) select a professional and credible corporation service company as a provider of corporate secretarial services in Singapore. The corporate service provider would be able not only to give the right advice but also handle all its administration and statutory duties to help the company achieve its goals and maintain it according to Singapore laws as it develops and expands.

How FastLane Group Can Help?

Fastlane can act as your company secretary Singapore – stepping in to help you through various aspects of business registration and legalization in Singapore. For companies who are just getting started operating in Hong Kong, having a professional and experienced firm at your side can help you avoid the pitfalls that many new companies or businesses fall into.

Ready to learn more? Contact the Fastlane team today, and find out how our services can help you – and much more!