The question of whether a company secretary is a mandatory appointment in Singapore is a common one. Under Section 171 of Singapore’s Companies Act, every private limited company must appoint a corporate secretary within six months of its incorporation.
This legal requirement is a strict and non-negotiable one.
1) Corporate Secretary Vs Company Secretary
In Singapore, the terms “corporate secretary” and “company secretary” are generally used interchangeably. The official legal term in the Singapore Companies Act is “secretary.”
While the titles might be used for the same role, it’s helpful to understand the nuances often associated with each term, especially in a broader international context.
In the Singapore Context:
Company Secretary
This is the legal title for the position that every Singapore company is required to appoint. The individual holding this role is an officer of the company and has specific statutory duties.
Corporate Secretary
This term is often used to refer to a professional service provider or company that offers corporate secretarial services. When a company outsources this function to an external company, the company provides a named individual from their team to act as the official company secretary for that business.
So, for example, a business might say, “We engaged a corporate secretarial firm to act as our company secretary.”
2) Who Can Be A Company Secretary?
i) To be eligible for appointment as a company secretary for a private company, an individual must meet several fundamental criteria.
- Must be a natural person, not a corporate entity
- Must be at least 18 years of age.
- Must be an ordinary resident in Singapore. This legal definition encompasses:
- Singapore citizens
- Permanent Residents
- Or holders of a valid Employment Pass or Dependent Pass.
- The law also explicitly disqualifies an individual who is an undischarged bankrupt.
ii) For single-director companies in Singapore, the sole director is unable to serve as the company secretary.
iii) The professional qualifications required for a company secretary depend on the type of company.
For Private Companies
The requirements are more lenient. Any individual who is an ordinary resident in Singapore and holds a SingPass can qualify as a company secretary, provided they possess the “requisite knowledge and experience to discharge the functions” of the role.
For Public Companies
For these entities, the company secretary must be a “registered qualified individual” or “a registered filing agent” as defined by ACRA.
This often means the appointee must possess formal qualifications, such as being a qualified person under the Legal Profession Act, a registered public accountant, or a member of a recognized professional body like the Institute of Chartered Secretaries and Administrators or the Institute of Certified Public Accountants of Singapore.
3) What Does A Company Secretary Do?
The company secretary is a key officer responsible for administrative and regulatory compliance. Their duties include:
Statutory Compliance
Ensuring the company complies with the Companies Act and other relevant laws. This includes filing annual returns and other documents with the Accounting and Corporate Regulatory Authority (ACRA) in a timely manner.
Maintenance of Records
Maintaining and updating the company’s statutory registers, such as the register of directors, secretaries, and shareholders.
Board and General Meetings: Arranging and preparing for board meetings and Annual General Meetings (AGMs), drafting meeting minutes, and circulating notices and reports.
Advisory Role: Providing guidance to the board of directors on legal and corporate governance matters.
Communication: Acting as a liaison between the company and its shareholders, and between the company and regulatory authorities like ACRA.
4) What Happens If You Don’t Have A Company Secretary?
Directors risk a penalty of up to $1,000 if the position remains vacant for more than six months.
Failing to appoint a company secretary is a serious matter with consequences that extend far beyond a simple fine.
Without a company secretary, essential statutory registers are not maintained, filings with ACRA are missed, and board resolutions are not properly documented. Not only do these result in fines, this lack of proper corporate records makes the company’s legal status questionable.
This vulnerability can lead to significant difficulties in business operations, stalling critical processes such as securing bank loans, attracting investors during due diligence, or even defending against a lawsuit.
5) How To Find A Company Secretary For Your Company
Option 1: The DIY Option – Appointing An Internal Individual
Singapore’s law does not require that a corporate secretarial firm must be engaged to carry out these services.
It is legally permissible to appoint an internal individual, such as a director (provided they are not the sole director) or an employee, to serve as the company secretary.
However, this is a risky option. An individual without the “requisite knowledge and experience” could inadvertently make a compliance mistake that is far more costly than the fee for a professional service.
The time and effort a business owner spends trying to understand and manage complex legal filings could also be better spent on core business activities.
Option 2: The Professional Option – Engaging A Corporate Secretarial Firm
The most common and recommended approach for companies in Singapore is to engage a professional corporate secretarial firm.
These firms specialize in this area and are staffed by individuals with a deep understanding of Singapore company law, regulatory changes, and corporate governance best practices.
By entrusting the role of company secretary to a professional, a business owner is freed up to focus on their core operations, confident that their compliance functions are in safe hands.
A good corporate secretarial firm also acts as a strategic partner, providing expert advice, saving the company time and resources. Beyond core secretarial duties, these firms often provide a wide range of value-added services, from accounting and grant applications to human resources support, ensuring your business has the foundation to grow with confidence
Or, if you need recommendations for reliable companies that offer corporate secretarial services, contact us and we will be happy to assist.
