Company Secretary

Complete Guide to Company Secretary Roles and Responsibilities in Singapore

Understand the crucial role of Company Secretary in Singapore companies - including duties, powers, legal obligations, and the choice between nominee vs own-appointed secretary.

Compliance Key Role

6M
Appointment Deadline
18+
Min. Age
24/7
Compliance Watch
ACRA
Primary Contact
Role Overview

What is a Company Secretary?

A Company Secretary is a key corporate officer responsible for ensuring company compliance with statutory requirements and maintaining corporate records. In Singapore, every company must appoint a Company Secretary within 6 months of incorporation.

Compliance Officer

Ensures company meets all statutory filing requirements

Corporate Governance

Maintains proper corporate records and procedures

Statutory Deadlines

Manages critical filing deadlines and notifications

ACRA Interface

Primary contact point with regulatory authorities

Company Secretary Requirements

Eligibility and qualification requirements

Basic Eligibility

  • Must be at least 18 years old
  • Must be a natural person (individuals only)
  • Must not be the sole director of the company
  • Must not be an undischarged bankrupt
  • Must have mental capacity to act as secretary

Professional Qualifications

  • Law degree or legal qualification
  • Accounting qualification (CPA, ACCA, etc.)
  • Company secretarial qualification
  • Relevant professional experience
  • Knowledge of Singapore Companies Act

Appointment Process

  • Appointed by directors' resolution
  • Must consent to appointment in writing
  • Appointment filed with ACRA within 30 days
  • Secretary's particulars maintained in registers
  • Cannot be same person as sole director

Ongoing Compliance

  • Maintain statutory registers and records
  • File annual returns and statutory forms
  • Ensure compliance with Companies Act
  • Keep registered office address updated
  • Manage board meeting procedures
Key Duties

Company Secretary Duties

Key statutory and administrative duties

Assist Board of Directors

Provide administrative support and guidance to the board in corporate matters

Specific Requirements

  • Assist in organizing and scheduling board meetings
  • Prepare meeting agendas and supporting documents
  • Take meeting minutes and record resolutions
  • Provide procedural guidance during meetings
  • Follow up on board decisions and action items

Compliance Advisory

Advise management on compliance matters and regulatory requirements

Specific Requirements

  • Monitor compliance deadlines and obligations
  • Advise on statutory filing requirements
  • Alert directors to regulatory changes
  • Recommend compliance best practices
  • Coordinate with professional advisors when needed

Statutory Book Maintenance

Maintain and update all required statutory registers and records

Specific Requirements

  • Maintain register of members and shareholdings
  • Keep register of directors and secretaries
  • Update register of charges and mortgages
  • Preserve meeting minutes and resolutions
  • Ensure statutory books are available for inspection

Filing and Documentation

Handle statutory filings and maintain proper documentation

Specific Requirements

  • Prepare and file annual returns with ACRA
  • Submit required statutory forms and notifications
  • Maintain proper filing systems and records
  • Ensure timely submission of regulatory documents
  • Keep certificates and official documents safe

External vs Internal Company Secretary

Compare the benefits of professional external company secretary services

Features
External
External Company Secretary Service
RECOMMENDED
Internal
Internal Appointed Company Secretary
Professional Expertise
Expert qualified team
Depends on staff qualifications
Personal Liability
Professional insurance coverage
Staff bears liability
Compliance Risk
Low Risk
High Risk
Ongoing Training
Included in service
Company responsibility
Service Continuity
Guaranteed continuity
Staff turnover risk
Cost Structure
Fixed service fee
Salary + Training + Risk
Meeting Attendance
Not required to attend
Can attend meetings

Our Recommendation

Choose professional external company secretary services to significantly reduce compliance risks, ensure expert management, and let you focus on core business growth. Our services include professional insurance coverage and continuous support.

Secretary Powers

Company Secretary Powers

Limited authority and certification powers

Document Certification

Authority to certify company documents (usually with director co-signature)

Specific Powers

  • Certify true copies of company documents
  • Authenticate board resolutions and minutes
  • Co-sign important company documents with directors
  • Attest to company seal affixation
  • Verify accuracy of statutory information

Administrative Functions

Handle routine administrative tasks within delegated authority

Specific Powers

  • Issue routine correspondence on company matters
  • Receive and distribute board meeting materials
  • Coordinate meeting schedules and logistics
  • Maintain filing systems and document organization
  • Handle routine statutory notifications

Record Access and Maintenance

Authority to access and maintain statutory records

Specific Powers

  • Access all company statutory books and records
  • Update registers with approved changes
  • Prepare extracts from company records
  • Maintain confidentiality of sensitive information
  • Provide statutory information for inspections

Advisory Role

Provide procedural and compliance guidance (no decision-making power)

Specific Powers

  • Advise on proper meeting procedures
  • Recommend compliance best practices
  • Alert to upcoming statutory deadlines
  • Suggest improvements to governance processes
  • Coordinate with external advisors and authorities
Legal Obligations

Legal Obligations

Statutory compliance and reporting obligations

Annual Returns Filing

File annual returns with ACRA within prescribed deadlines

Annual
Within 30 days of AGM

Specific Requirements

Prepare and submit electronic Annual Return via BizFile
Include updated particulars of directors and secretary
Attach required documents and declarations
Pay prescribed filing fees
Ensure accuracy of all information submitted

Statutory Register Maintenance

Maintain accurate and up-to-date statutory registers

Continuous
Ongoing

Specific Requirements

Register of members with current shareholdings
Register of directors and secretaries
Register of charges and mortgages
Register of controllers (if applicable)
Ensure registers available for inspection

Change Notifications

Notify ACRA of changes in company particulars

As required
Within prescribed timeframes

Specific Requirements

Changes in directors within 14 days
Secretary appointment/resignation within 14 days
Registered office changes within 14 days
Share capital alterations when required
Company name changes within 14 days

Meeting Documentation

Properly document and maintain meeting records

As meetings occur
Within reasonable time

Specific Requirements

Prepare accurate meeting minutes
Record all resolutions passed
Maintain attendance records
File special resolutions with ACRA
Keep meeting records for statutory period

Document Authentication

Authenticate and certify company documents

As required
When requested

Specific Requirements

Certify true copies of company documents
Authenticate board resolutions
Verify company records and information
Sign statutory declarations
Attest company seal affixation

Appointment Process

Steps to appoint a Company Secretary

1

Identify Candidate

Find qualified individual or engage professional service provider

1-3 days
2

Verify Qualifications

Ensure candidate meets eligibility and professional requirements

1 day
3

Board Resolution

Pass directors' resolution to appoint Company Secretary

1 day
4

Obtain Consent

Get written consent from appointee to act as Company Secretary

1 day
5

File with ACRA

Submit Form 49 to notify ACRA of secretary appointment

Same day
6

Update Records

Update company registers and issue appointment certificate

1 day
Ongoing Obligations

Ongoing Compliance

Key compliance requirements for Company Secretaries

Annual Return Filing

Annual
Within 30 days of AGM

Ensure timely filing of annual returns with ACRA

Statutory Forms

As needed
Within prescribed periods

File required statutory forms for company changes

Register Updates

Continuous
Real-time updates

Keep all statutory registers current and accurate

Meeting Minutes

Per meeting
Within reasonable time

Prepare and maintain proper meeting documentation

Professional Development

Ongoing
Continuous

Stay updated on regulatory changes and best practices

Compliance Calendar

Daily
Ongoing monitoring

Maintain and monitor compliance deadlines calendar

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Frequently Asked Questions

What are the main duties of a corporate secretary?
A corporate secretary ensures statutory compliance, maintains corporate records, files annual returns, manages board meetings, and acts as the liaison between the company and regulatory authorities.
Is a corporate secretary mandatory for all Singapore companies?
Yes, every Singapore company must appoint a corporate secretary within 6 months of incorporation. The secretary must be a Singapore resident.

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