The Company Secretary is a core role in Singapore company compliance, responsible for ensuring companies meet all statutory requirements and maintain proper corporate records. This guide details the role definition, qualification requirements, core duties, and comparison between external and internal secretaries to help you fully understand this crucial position.
1What is a Company Secretary?
Statutory Definition (S.171)
Under Section 171 of the Companies Act, every Singapore company must have at least one secretary who is a natural person ordinarily resident in Singapore. While the Act does not explicitly define the secretary's duties, the role has evolved through practice to become essential for ensuring procedural compliance and proper corporate governance.
Statutory Role
Mandatory appointment under Section 171 of Companies Act
Record Keeper
Maintains statutory registers and corporate records
Bridge Function
Liaison between directors, shareholders, and authorities
Procedural Guardian
Ensures board decisions are executed in compliant manner
The Evolved Role in Practice
In the early days of corporate governance, directors alone managed all company affairs. However, as governance and regulatory requirements grew more complex, directors found they needed someone dedicated to procedural and compliance matters β a professional well-versed in corporate governance who could advise on procedures and handle board-related administration, while respecting the boundary of business decision-making.
This need gave rise to the role we now recognise as the company secretary β an integral part of modern corporate governance. This division of responsibilities allows directors to concentrate on strategic planning and business decisions, while the company secretary ensures proper procedures and regulatory compliance, serving as a trusted advisor on procedural and legal matters.
Director & Secretary Working Relationship
Director's Focus
Secretary's Support
Key Point: The company secretary supports the board by providing procedural and compliance expertise, but does not have voting authority on business decisions. This arrangement lets directors focus on growing the company, while a dedicated professional ensures all corporate actions follow proper legal procedures.
Powers & Limitations
Unlike directors, a company secretary has no authority to bind the company or act on behalf of the company. The secretary cannot enter into commercial contracts, make business decisions, or operate company bank accounts on the company's behalf. The secretary's role is strictly limited to administrative and compliance functions.
Permitted Scope of Secretary Duties
Misconception: Secretary & Director "Approve" Bank Account Opening
Many believe banks require the company secretary and director to sign together to "approve" a bank account opening. This misunderstands the secretary's role.
In reality, the secretary's signature serves to certify the documents β confirming that the board has passed an internal resolution approving the account opening, not that the secretary is approving the decision. The joint signature of secretary and director demonstrates to the bank that: (1) the company has completed the necessary internal approval process, and (2) the submitted documents are authentic company records. The secretary has no authority to approve or reject any business decisions, including bank account openings.
2Key Duties & Responsibilities
The primary duty of a company secretary is to provide professional advisory to the board, ensuring compliant operations. This role encompasses advisory services, statutory compliance, and administrative management.
Advisory Role to Board (Core Responsibility)
Trusted Advisor to the Board
Ensuring directors make informed, compliant decisions
The company secretary is the board's most important advisor on corporate governance and regulatory compliance. While the secretary has no decision-making authority, their professional advice is crucial for the board to effectively discharge its duties.
Ensure all company decisions comply with Companies Act requirements
Remind directors of statutory obligations and filing deadlines
Timely notification of regulatory changes affecting operations
Coordinate with lawyers, auditors and other external advisors
Administrative & Statutory Records
The company secretary oversees the maintenance of all statutory registers and records. In practice, these tasks are often handled by the secretarial service team, but the secretary ensures all records comply with Companies Act requirements.
Statutory Record Keeping
Maintain all mandatory registers and corporate records as required by law
Share Administration
Handle all matters relating to share capital and equity
Constitutional Matters
Safeguard and maintain company's constitutional documents
Key Statutory Registers & Records
Filing & Compliance
The secretary oversees timely completion of all statutory filings, including annual returns, director/secretary changes (within 14 days), share allotments, and special resolutions. The secretary or their team continuously monitors compliance deadlines to ensure no filing requirements are missed.
3Requirements & Qualifications
Eligibility Requirements
Under Section 171 of Singapore's Companies Act, every company must appoint at least one company secretary who must be a natural person ordinarily resident in Singapore.
Importantly, under Section 171(1A), directors are responsible for appointing a person with the necessary knowledge and experience to serve as company secretary to ensure compliance. This means directors must exercise care in selecting a secretary capable of competently performing their compliance duties.
Basic Eligibility (S.171)
Public Company Requirements
Public company secretaries must meet stricter professional qualification requirements to handle higher compliance standards and regulatory scrutiny. This differs from private companies, where secretary qualification requirements are more flexible and primarily focus on whether they possess the necessary knowledge and experience.
4Why Engage an External Secretary?
Running a company in Singapore involves ongoing compliance obligations β requiring expertise, attention to deadlines, and proper documentation. An external Corporate Service Provider (CSP) takes this burden off your shoulders, ensuring compliance while you focus on your business.
Many assume company secretaries "have nothing to do". The reality is quite different β modern company secretaries handle numerous routine and non-routine compliance matters. Here's what professional secretaries actually manage:
Day-to-Day Secretarial Work
Professional company secretaries handle a range of compliance matters on an ongoing basis. These tasks require expertise and timely execution to avoid penalties and legal risks:
Real-World Examples: Where Expertise Matters
Here are common examples where professional expertise is essential. Each involves multiple steps and strict deadlines:
Capital Reduction
Board resolution β Members' special resolution β Solvency statement β 6-week public notice period β Directors' final confirmation β ACRA filing. One wrong step can void the entire process.
RORC Management
Identify controllers β Send Form 386 (AG/AH/AIA) to all parties β Collect & verify info β Update register within 2 business days β Keep records for inspection. Any shareholder or director change triggers reassessment.
Annual Director Declarations
Send disclosure forms annually β Collect & review responses β Record in directors' interests register β Chase non-respondents β Ensure S.156 compliance. Missed declarations can expose directors to personal liability.
Share Transfer
Review transfer docs β Verify stamp duty paid β Update member register β Cancel old certificates β Issue new ones β Update RORC if controllers change β File with ACRA within 14 days.
Benefits of External Service
For most businesses, engaging an external company secretary offers advantages over internal appointment, particularly in expertise, service continuity, and cost-effectiveness.
Expertise
Updated regulatory knowledge, familiar with compliance procedures for various corporate actions
Service Continuity
Team support ensures uninterrupted service, unaffected by individual staff turnover
Cost-Effective
Fixed fees without bearing staff salary, training, and compliance risk costs
Common Misconceptions
Myth: Company secretary is just a name on paper
Fact: From RORC forms and director declarations to share administration, company secretaries handle substantial compliance work. Neglecting these can result in penalties.
Myth: External secretary attends meetings as a "secretary"
Fact: A Named Company Secretary from a CSP is a statutory position responsible for compliance and record-keeping β not a meeting secretary or admin assistant. They typically do not attend your board meetings in person. Their role is to ensure statutory compliance, handle ACRA filings, and maintain corporate records. Meeting minutes and support are separate administrative services.
Quick Comparison
Need Professional Company Secretary Services?
Our professional team handles all statutory compliance matters including RORC management, director declarations, share administration and more. Switch to us and enjoy great discounts for your first two years!
5Appointment & Compliance
Appointment Steps
Company Secretary Appointment Process
Complete process from candidate selection to formal appointment
Ongoing Obligations
Annual Return Filing
AnnualEnsure timely filing of annual returns with ACRA
RORC Maintenance
ContinuousKeep Register of Registrable Controllers updated
Change Notifications
As neededFile all company changes with ACRA promptly
Share Records
ContinuousMaintain accurate share register and certificates
Meeting Minutes
Per meetingPrepare and maintain proper meeting documentation
Deadline Monitoring
DailyTrack and remind board of all compliance deadlines