Company Secretary

Today, the role of a company secretary has transformed into much more than just a note-taker and admin manager. Sitting at the very heart of operations, the company secretary is relied on to advise The Board on statutory duties under the law, disclosure obligations, as well as corporate governance and effective board processes.

At NLA DFK, our team of company secretaries are well-versed in the Companies Act and kept abreast of both old and new rules, with extensive experience across multiple industries. We will ensure that our clients meet all their corporate obligations with the Accounting and Corporate Regulatory Authority (ACRA) and to shareholders.

Our Corporate Secretarial Services

Our highly trained and experienced company secretaries can provide the following company secretarial services in Singapore to clients:

  • Filing of Annual Return and accounts with ACRA
  • Maintenance of the Statutory Registers and Minute books
  • Preparation of minutes/resolutions
  • Organise board meetings and Annual General Meetings (AGMs)
  • Business and company registration services
  • Other company secretarial service like share transfer and reduction, change of Memorandum and Articles of Association, and opening of bank accounts

Frequently Asked Questions About Company Secretary in Singapore

1. What are the duties of a company secretary?

Advisor to The Board: The company secretary provides guidance to The Board so the directors can fulfill their statutory duties and comply with Singapore’s company regulations. He/She also ensures that new directors are inducted according to the company constitution and the Companies Act.

Liaise with the shareholders: The company secretary is the main point of contact for shareholders. He/She has to ensure that their interests are heard by the board of directors.

Main compliance officer: A company secretary must ensure that the company follows and complies with Singapore’s laws and company regulations.

Fiduciary to the company: The company secretary must serve in the best interest of the company. He/She must comply with the following requirements:

  • Personal interests do not conflict with the company’s interests,
  • Not act beyond the authority provided by law,
  • Carry out his/her duties with care and diligence,
  • Not make any secret profit in the course of carrying out his/her functions, and
  • Not reveal confidential information or trade secrets of the company
2. What are the qualifications of a company secretary in Singapore?

To be a corporate secretary in a Singapore incorporated company, the individual must fulfil the following requirements according to the Companies Act:

  • Knowledgeable and experienced with company regulations and compliance: The company secretary must be well-versed with the Singapore Companies Act and be familiar with all the required company filings. The individual must also have relevant experience.
  • Primary residence must be in Singapore: This rule applies to both local and foreign-owned companies in Singapore.
  • An ordinary resident of Singapore: An ordinary resident is defined as a Singapore Citizen, a Singapore permanent resident or an EntrePass holder. In some cases, an Employment Pass holder who has a local residential address in Singapore can also be considered as an ordinary resident.

Meanwhile, a public company secretary must meet at least one of the following additional requirements:

  • Served as a company secretary for at least 3 of the 5 years immediately before his appointment as secretary of the public company, 
  • Being a qualified person under the Legal Profession Act,
  • Being a public accountant registered under the Accountants Act,
  • Being a member of the Institute of Certified Public Accountants of Singapore,
  • Being Member of the Singapore Association of the Institute of Chartered Secretaries and Administrators (SAICSA),
  • Being a member of the Association of International Accountants, or
  • Being a member of the Institute of Company Accountants, Singapore

Basically, the company secretary in a public company must be a certified accountant, lawyer or member of the SAICSA.

If the company has only one director, he/she cannot act as a company secretary. However if the company has more than one director, one of the directors can also act as a company secretary.

A company can outsource its secretarial duties and hire a third party provider to act as the company secretary.

3. Do I need to hire a company secretary?

All new companies incorporated in Singapore must appoint a company secretary who is a resident of Singapore within six months of the date of its incorporation. 

Existing companies must ensure that the company secretary position does not remain vacant for more than 6 months.

If the company has only one director, he/she cannot act as a company secretary. However if the company has more than one director, one of the directors can also act as a company secretary.

4. What is the appointment procedure for a company secretary?

A new company secretary can be appointed through a director or board resolution. He/She must also complete form 45B as a consent to act as a secretary.

The company is also required to file an appointment with the ACRA using BizFile, Singapore’s online company filing system, to officially appoint the company secretary.

5. What is the resignation procedure for a company secretary?

The resigning company secretary must first submit a resignation letter, of which the board of directors must pass a board resolution accepting the resignation.

The company secretary will then be removed from his/her position by the company. Lastly, the company must also file a cessation of company secretary with the ACRA using BizFile within 14 days of the resignation.

6. What is the removal procedure for a company secretary?

The best case scenario is to ask the company secretary to resign. If the company secretary refuses, the company may forcibly remove him/her.

The company can forcibly remove a company secretary through a board resolution without requiring a resignation letter from the company secretary.

Once the board resolution has been passed, the company must file a cessation of company secretary with the ACRA within 14 days.

7. Will a corporate secretary have the power to affect my business decisions?

A corporate secretary will only maintain the records of a company and oversee the certification of company documents. A corporate secretary may also provide advice to ensure business decisions undertaken are fully compliant with the Companies Act. However, the business decisions should be made by the directors of the Company.