A corporate secretary is considered an officer in the company.

A secretary’s responsibilities include:

• Ensuring the company operates smoothly in compliance with Singaporean laws and protocols
• Preventing any violations of established rules and regulations

The Accounting and Corporate Regulatory Authority (ACRA) relies on the secretary for any secretarial inquiries pertaining to the company. Hence, the expertise of a professional secretarial service consultant is indispensable.

a corporate secretary in Singapore is not only a legal requirement but also an essential component of good corporate governance. Their role is critical in ensuring that the company operates in accordance with the law, maintains transparency, and upholds ethical standards.

• Legal Requirement: The company must comply with all applicable laws and regulations to ensure lawful operation.
• Statutory Compliance: Ensuring that all company activities adhere to relevant legal standards and industry regulations is essential.
• Advisory Role: As an advisor, one must provide expert legal, financial, and managerial advice to the company.
• Record Keeping: The company must accurately maintain all important financial and legal documents to ensure integrity and traceability.
• Board Meetings and Minutes: Regular board meetings should be held, and detailed minutes must be recorded and preserved.
• Changes in Company Structure: Any modifications to the company’s structure must be documented and communicated promptly.
• Safeguarding Corporate Seal and Documents: The company must securely protect its corporate seal and all critical documents.
• Conflict Resolution: Efficient methods for resolving disputes should be established to maintain organizational harmony.
• Facilitating Communication: Clear and effective communication channels must be maintained within the company.
• Risk Mitigation: Identifying and addressing potential risks proactively is crucial for the company’s stability and growth.

What is a corporate secretary?

A corporate secretary is an officer of your company who is responsible for making sure your company adheres to all the regulatory requirements set by ACRA and IRAS. He/She also acts as an advisor to the board of directors and senior management.

Is a company secretary necessary in Singapore?

Yes, as per the Singapore Companies Act, every company that is incorporated in Singapore needs to appoint a company secretary within 6 months of its incorporation.

Is the company secretary an officer of the company?

Yes, ACRA recognizes a company secretary to be an officer of the company.

Can I be a corporate secretary myself?

If you’re the sole director of your company, you’re unable to fulfil the role of corporate secretary, regardless of your qualifications or experience. However, you can assume the position of corporate secretary if there are multiple directors within your company.”

When should we appoint a company secretary?

It’s essential to appoint a company secretary within six months from your company’s date of incorporation. Additionally, it’s crucial to ensure the position of company secretary is not left vacant for more than six months.

Does a Singapore branch office need to appoint a company secretary?

No, appointing a company secretary for a Singapore branch office is not obligatory. However, it is recommended to engage a registered filing agent – such as a law firm, accounting firm, or corporate secretarial firm – to handle the online registration application on behalf of the foreign company during the branch registration process.

What are the powers of a company secretary in Singapore?

In Singapore, company secretaries are empowered to authenticate the company’s documents and board meeting minutes. They also possess the authority to utilize the company seal for certifying official documents alongside a director. Additionally, they serve as advisors to the board of directors on legal and financial matters.

Can my secretary help me open a corporate bank account?

Indeed, your corporate secretary can aid in opening a corporate bank account. Most banks require certain documents for account opening, which must be certified as true copies by the company secretary or one of the company’s directors. In cases where you are the sole director, some banks may necessitate the company secretary to co-sign the documents.

Can my secretary provide registered address services?

Absolutely! Whether you reside in Singapore or not, you can utilize the address provided by the company secretary as your registered office address. This is a great option to save rent as well as to ensure all your important letters are read and the necessary actions are taken on time.

Can my secretary provide nominee director services?

Certainly! Many companies offering company secretary services also extend nominee director services. If you are a foreigner who wants to incorporate a business in Singapore, you mandatorily have to appoint an ordinary resident director. A nominee director has to be a Singapore citizen, a permanent resident, or a holder of one of Singapore’s valid work permits.

Can my secretary provide nominee shareholder services?

Yes, if confidentiality is a concern, your company secretary provider can also extend nominee shareholder services. There’s no nationality requirement for shareholders, as Singapore allows 100% foreign-owned companies.

Why outsource your corporate secretarial services?

Outsourcing to corporate secretaries ensures a comprehensive understanding of ACRA regulations and statutory obligations. By entrusting these responsibilities to professionals, you can:

• Ensure timely compliance with statutory requirements
• Save valuable time
• Focus on core business operations
• Easily access additional services

How do I terminate the services of our company secretary?

The preferred method is to request resignation from the company secretary. If cooperation isn’t forthcoming, the board can pass a resolution to terminate their services. Following the resolution, ACRA must be notified within 14 days. While a resignation letter isn’t mandatory, it’s advisable for clarity.

Who can be a company secretary in Singapore?

Any person who meets the following criteria can be a company secretary in Singapore:

• A natural person
• 18 years of age or older
• A legal resident of Singapore – Singapore Citizen, PR, EP, EntrePass, S Pass, or DP holder.

Can the company secretary also be a company director?

If a company has multiple directors, one of them can also assume the role of company secretary. However, if there’s only one director, they cannot act as the company secretary.

What is the difference between a secretary and a director?

Directors are responsible for ensuring the company’s optimal performance and achievement of its objectives. Meanwhile, the company secretary assists directors in meeting their goals by ensuring compliance with statutory and regulatory policies.

What are the typical qualifications of a company professional secretary?

Qualifications for a company secretary may include:

• A degree in Law
• Certified Accountant registered with Accountants Act (Cap. 2), Institute of Certified Public Accountants of Singapore, Association of International Accountants (Singapore Branch), or Institute of Company Accountants, Singapore
• Chartered secretary or administrator who is a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators

What are the company secretary’s roles and responsibilities?

The primary duties of a company secretary encompass:

• Maintaining and updating the company’s statutory registers
• Planning, preparing, and documenting board meetings
• Updating company details such as address and share transfers to ACRA within specified timelines
• Timely filing of all necessary documents as required by law
• Preparation and submission of annual returns to ACRA
• Safekeeping and appropriate use of the company seal
• Ensuring adequate insurance coverage for the company and its employees
• Advising the board of directors and shareholders on their roles, responsibilities, and compliance requirements
• Serving as a point of contact for shareholders and maintaining regular communication

These responsibilities may vary based on the company secretary’s employment contract.

How much does it cost to have a company secretary?

The expense of hiring a company secretary provider varies based on the selected services. Basic packages typically start from $300 to $400 annually, while more extensive packages range between $600 and $700 per year. Additional charges may apply for non-routine secretarial services.

What kind of secretarial services will be chargeable?

Generally, corporate secretary service packages encompass routine tasks such as maintaining company registers, filing annual returns, preparing documents for AGMs, and reporting changes to ACRA. Non-routine services like corporate tax submission, opening corporate bank accounts, changing bank signatories, and company striking-off may incur additional fees.

Which companies are exempt from appointing a company secretary?

Under Singapore company law, both private and public companies are mandated to appoint a company secretary. However, sole proprietorships and limited liability partnerships (LLPs) do not require a company secretary.

How can I change my company secretary in Singapore?

If you wish to change your company secretary, follow these steps:

• Obtain a resignation letter from your current company secretary.
• Pass a directors’ resolution accepting the resignation and appointing the new secretary.
• Complete Form 45B, confirming the new secretary’s consent to the appointment.
• Submit the necessary documents to ACRA within 14 days to notify them of the changes.”