Singapore company secretary: Roles, duties and obligations (2024)

Choosing the right company secretary to work with is crucial in your business operation and compliance.

In this article, we will delve into the roles, duties, and obligations of a Singapore company secretary. We also show you how to appoint one and how to become a corporate secretary so you know exactly what to do and what to look for.

By understanding these key aspects, you can ensure your Singapore company remains compliant and well-governed, thereby fostering growth and stability. 

Let's explore how a company secretary contributes to the success of a company in Singapore in our article.

1. What is a Singapore corporate secretary?

In Singapore, a corporate secretary is a person who oversees administrative and regulatory compliance for the board of directors. Their duties include guiding corporate governance, ensuring legal and regulatory compliance, and handling various administrative tasks.

They manage tasks such as 

• Issuing company resolutions;
• Handling regulatory filings;
• Maintaining company records;
• Acting as a trusted advisor to the board and executive management.

Every Singapore business must appoint a qualified corporate secretary who meets the government requirements, as the role carries significant responsibilities.

2. What are the key roles, responsibilities, and obligations of a corporate company?

As a company secretary, this person holds an important position in the company, mainly handling core administrative and fiduciary duties. The job responsibilities include, but are not limited to, the following:

1. Annual return preparation & filing: Compiling and submitting the annual return to ACRA (Accounting and Corporate Regulatory Authority);
2. Appointment and resignation: Managing the appointment and resignation of company directors, company secretaries, auditors, and other officers;
3. Change in Officers’ particulars: Updating details like addresses and contact information for company officers, shareholders, directors;
4. Change of Company name: Handling the legal process and documentation required to change the company's name;
5. Change of registered business address: Updating ACRA with any changes to the company's registered business address;
6. Annual General Meeting (AGM): Organizing and conducting the AGM if required, and submitting the necessary annual return to ACRA.
7. Declaration and distribution of dividends: Assisting with the process of declaring and distributing dividends to shareholders.
8. Change of Financial Year End: Managing any changes to the company's financial year-end date.
9. Administrative tasks: Handling tasks such as share transfer, stamp duty, EOT filing, company resolution.
10. Change of principal business activities (SSIC Codes): Updating ACRA with changes to the company's principal business activities.
11. Share capital matters: Handling tasks such as share capital reduction, issuance, and transfer of ordinary and preference shares.

3. Who can be a corporate secretary in Singapore?

To become a certified company secretary in Singapore, a person must fulfill these criteria to comply with the Companies Act: 

In simple terms, a secretary must be a natural person (a company can not be the secretary) and an ordinary resident of Singapore (Singapore citizen, Singapore permanent resident, or an EntrePass holder).

In addition, this person must have a deep understanding of Singapore company law and be well-versed in all required annual filings. In this way, they can support both local and foreign-owned companies to comply with the law and maintain the company status.

3.1. Additional requirements for public company secretaries

If a private limited company fails to comply with company law, it may need to appoint a secretary who meets the stricter standards for public companies. A public company secretary must satisfy at least one of the following:

At least 3 of the 5 years in the role before their appointment;

• A qualified person under the Legal Profession Act;
• A public accountant registered under the Accountants Act;
• A member of the Institute of Certified Public Accountants of Singapore;
• A member of the Singapore Association of the Institute of Chartered Secretaries and Administrators;
• A member of the Association of International Accountants;
• A member of the Institute of Company Accountants, Singapore.

3.2. Who cannot be a Singapore company secretary?

The Companies Act also specifies who cannot serve as a company secretary:

• Sole director: The sole director of a company cannot serve as the company secretary. In such cases, companies often appoint a corporate service provider to fulfill this role.
• Debarred individuals: An individual who is debarred by the Singapore government for failing to comply with company law cannot act as a company secretary.

4. How to appoint a company secretary in Singapore

If you choose to hire your own company secretary, the appointing process involves the following steps:

1. Selection: You should choose a suitable individual who meets the criteria outlined in the Companies Act, such as residency and qualifications.
2. Board resolution: You have to hold a board meeting and pass a resolution to appoint the selected individual as the company secretary. The appointed company secretary must also complete consent to act as a secretary known as form 45B.
3. Notification: After selecting the right candidate, you have to file online to ACRA (Accounting and Corporate Regulatory Authority) within 14 days of the appointment using BizFile
4. Documentation: Finally, you have to update the company's statutory registers and records to reflect the new appointment.

5. How can Global Link Asia Consulting help you appoint a reliable nominee director for your Singapore company?

For many foreign entrepreneurs and business owners who love to work remotely while still adhering to Singapore law, finding a trusted nominee director is crucial for the company’s sustainable success.

With a proven track record of helping nearly thousands of foreign business owners start and manage their businesses in Singapore with success with our nominee direct service. We know the secret to helping your business flourish with little investment and maximum benefits. 

Many entrepreneurs place their trust in us and see their worthy results. And you can too today.

As your one-stop corporate service provider, we can help you

• Register a company in Singapore;
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• Support to open, authenticate, and manage Stripe Paypal Business in Singapore, Hong Kong, and the U.S;
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6. FAQs about Singapore nominee director

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