Every company in Singapore must appoint a qualified company secretary to comply with the Companies Act and maintain proper corporate governance. Understanding who can serve as a company secretary, the appointment process, and their key responsibilities is vital for any business operating in Singapore.
What is a Company Secretary in Singapore?
A company secretary in Singapore is a statutory officer responsible for making sure your company complies with all legal and regulatory requirements under the Companies Act. This role goes far beyond administrative tasks – the company secretary acts as a key link between your company, its directors, shareholders, and regulatory authorities like the Accounting and Corporate Regulatory Authority (ACRA).
Legal Requirements: Key Facts About Company Secretaries
➡️Mandatory Appointment Timeline
Under Section 171 of the Companies Act, every Singapore company must appoint a company secretary within 6 months from the date of incorporation. This position also cannot remain vacant for more than 6 months at any time. Directors who fail to comply may face penalties of up to S$1,000.
➡️Statutory Foundation
The role of company secretary is governed by Section 171 of the Companies Act, which spells out the qualifications, duties, and legal obligations for this position. This helps maintain proper administrative and compliance standards across all Singapore companies.
Who Can Be a Singapore Company Secretary?
✔️Basic Eligibility Requirements
To qualify as a company secretary in Singapore, an individual must meet these criteria:
- Must be a natural person – Companies or corporate entities cannot serve as company secretaries
- Must be ordinarily resident in Singapore
- Cannot be the sole director – If your company has only one director, that person cannot also serve as the company secretary. However, in companies with multiple directors, one director may take on this role.
- Must have requisite knowledge – The company secretary must possess adequate knowledge and experience to fulfil their functions under the Companies Act.
Also Read: Singapore Offshore Company Formation Guide 2025 | Tax Benefits & Setup Process
Additional Requirements for Public Companies
For public companies, the qualifications are more stringent. According to Section 171(1AA) of the Companies Act, a company secretary of a public company must meet at least one of these criteria:
- Has served as a company secretary for at least 3 of the 5 years immediately before their appointment
- Is a qualified person under the Legal Profession Act
- Is a registered public accountant under the Accountants Act
- Is a member of the Institute of Singapore Chartered Accountants (formerly ICPAS)
- Is a member of the Chartered Secretaries Institute of Singapore
- Is a member of the Association of International Accountants (Singapore Branch)
- Is a member of the Institute of Company Accountants, Singapore
How to Appoint a Company Secretary in Singapore
1. Select a Qualified Candidate
Choose an individual or engage a professional corporate secretarial firm that meets all eligibility requirements under the Companies Act. Ensure they possess a solid understanding of Singapore company law and ACRA compliance requirements.
2. Pass a Board Resolution
The board of directors must hold a board meeting and pass a resolution to appoint the selected individual as the company secretary. This decision should be properly documented in the company’s minutes.
3. Obtain Consent to Act
The appointed company secretary must complete and sign Form 45B, which is a consent to act as secretary. This form confirms their willingness to accept the role and acknowledges the responsibilities associated with it.
4. File with ACRA
Submit the appointment through BizFile+, ACRA’s online filing portal, within 14 days of the appointment. You’ll need to file all relevant particulars of the company secretary, including identification details and residential address.
Key Considerations When Appointing
The board of directors is collectively responsible for appointing the company secretary and determining their remuneration. This decision should not be made unilaterally by the Chairman or delegated solely to management, given the importance of this role.
Company Secretary Responsibilities in Singapore
Core Administrative Duties
1. Statutory Compliance and ACRA Filings
- Filing annual returns within 7 months after the financial year-end
- Notifying ACRA of any changes to directors, secretaries, or company particulars within 14 days
- Maintaining statutory registers, including the register of members, directors, and controllers
- Meeting all Companies Act requirements
2. Board and Shareholder Meetings
- Organising and managing board meetings and Annual General Meetings (AGMs)
- Preparing meeting agendas in consultation with the chairman or CEO
- Taking accurate minutes of all meetings
- Maintaining minute books and certifying copies when required
- Providing proper notice to all stakeholders
3. Record Keeping and Documentation
- Maintaining up-to-date company registers
- Keeping accurate records of board resolutions and member resolutions
- Managing the company seal and its proper use
- Maintaining the company constitution and filing amendments
Corporate Governance and Advisory Role
1. Compliance Monitoring
- Keeping directors informed of their statutory obligations and deadlines
- Updating the board on changes to corporate regulations
- Identifying potential compliance issues before they arise
- Making sure the company follows its constitution
2. Strategic Support
- Advising the board on legal and regulatory matters
- Guiding corporate governance best practices
- Facilitating communication between the board, management, and shareholders
- Supporting decision-making with relevant information
Share Registration and Shareholder Services
1. Share Administration
- Maintaining the register of shareholders
- Processing share transfers, allotments, and issues
- Responding to shareholder queries about their holdings
- Managing dividend payments and interest distributions
2. Shareholder Communication
- Maintaining effective communication with shareholders
- Preparing and distributing financial statements and annual reports
- Managing correspondence related to rights and capitalisation issues
- Monitoring movements in the share register
Regulatory and Strategic Functions
1. Corporate Changes and Restructuring
- Implementing changes in share and capital structure
- Supporting corporate acquisitions and disposals
- Handling due diligence documentation properly
- Overseeing overseas operations when applicable
2. Compliance Alerts and Reminders
- Providing timely reminders for ACRA filing deadlines
- Alerting directors to upcoming compliance requirements
- Making sure all official company documents display the correct company name and Unique Entity Number (UEN)
Also Read: Is Your Company Ready for M&A? Strategic Growth for Expanding Businesses
Powers of a Singapore Company Secretary
While the company secretary’s primary role is administrative and advisory, they hold significant powers that help them fulfil their duties effectively:
- Authority to file documents with ACRA on behalf of the company
- Access to all company records necessary to perform their duties
- Right to attend all board and shareholder meetings
- Power to certify copies of company documents and resolutions
- Authority to communicate officially with regulatory bodies
- Ability to advise the board on compliance and governance matters
It’s important to note that company secretaries have a fiduciary duty to act in the company’s best interests and must maintain confidentiality regarding sensitive company information.
How HC Consultancy Services Can Support Your Company Secretary’s Needs
At HCCS, we provide Singapore corporate secretarial services tailored to your company’s specific requirements. Our qualified and experienced company secretaries help your business remain compliant with all ACRA and IRAS regulations.
🟣 Company Secretary Appointment
- Qualified company secretaries who meet all statutory requirements
- Full compliance with Section 171 of the Companies Act
- Immediate appointment support for new incorporations
🟣 Compliance Management
- Annual return filing with ACRA
- Timely updates on all regulatory deadlines
- Proactive compliance monitoring and reminders
- Maintenance of all statutory registers and records
🟣 Board and Meeting Support
- Organisation and administration of board meetings and AGMs
- Preparation of meeting agendas and minutes
- Drafting of board and member resolutions
- Certification of company documents
🟣 Corporate Governance Advisory
- Expert guidance on Companies Act requirements
- Advice on corporate governance best practices
- Support with corporate restructuring and changes
- Liaison with ACRA and other regulatory authorities
🟣 Administrative Support
- Maintenance of the company seal
- Management of share registrations and transfers
- Processing of company structure changes
- Document filing and record keeping
Why Choose HCCS?
- Licensed and Qualified – Our company secretary services are licensed with ACRA and have the required professional qualifications and experience.
- Personalised Service – We provide dedicated support tailored to your company’s needs, whether you’re a startup, SME, or established enterprise.
- Competitive Pricing – We offer transparent, competitive pricing with no hidden fees, making professional company secretary services accessible to companies of all sizes.
Also Read: Setting Up a New Company in Singapore
Removing or Changing Your Company Secretary
If you need to remove or replace your company secretary, the process involves:
- Resignation or Removal – The company secretary may resign by submitting a resignation letter, or the board may pass a resolution to remove them
- Board Resolution – The board must pass a resolution accepting the resignation or removal
- File Cessation with ACRA – Notify ACRA via BizFile within 14 days of the change
- Appoint New Secretary – Make sure a new company secretary is appointed within 6 months to avoid penalties
If you’re considering changing your corporate secretary, HCCS can facilitate a smooth transition, including a compliance status check and takeover of all administrative functions.
Singapore Company Secretary
Appointing a qualified company secretary is a legal requirement in Singapore. It’s a strategic decision that impacts your company’s compliance, governance, and overall success. With complex regulatory requirements and the potential for significant penalties, having an experienced, professional company secretary is important for your business.
Ready to get your company’s compliance sorted? Contact HCCS today to learn more about our corporate secretarial services and how we can support your business in Singapore.
This article is current as of 2025 and reflects the requirements under the Companies Act (Chapter 50) of Singapore. For specific advice regarding your company’s circumstances, please consult with a qualified corporate service provider.
Frequently Asked Questions
1. What Happens If My Company Does Not Appoint A Company Secretary Within 6 Months?
If your company fails to appoint a company secretary within 6 months of incorporation, or if the position remains vacant for more than 6 months, the directors may be liable for a penalty of up to S$1,000.
Additionally, your company will be in breach of the Companies Act, which could lead to compliance issues with ACRA.
2. What Is The Difference Between A Company Director And A Company Secretary?
A company director is responsible for managing the company’s affairs, making strategic decisions, and setting the company’s direction. They have fiduciary duties to act in the company’s best interests.
A company secretary, on the other hand, handles administrative and compliance functions, such as filing with ACRA, maintaining statutory records, and organising meetings. While directors run the business, the company secretary supports compliance and governance.
3. Can I Change My Company Secretary At Any Time?
Yes, you can change your company secretary at any time. The process requires either obtaining a resignation letter from the existing secretary or passing a board resolution to remove them. You must then notify ACRA within 14 days of the change through BizFile.
However, you must appoint a new company secretary within 6 months to avoid penalties and maintain compliance with the Companies Act.
