The company secretary in Singapore must be appointed in accordance with specific regulations, and the person holding the position must comply with certain conditions. Below, our accountants in Singapore explain the role of the corporate secretary and the services we can provide for you in this sense.
| Quick Facts | |
|---|---|
| Regulations applicable | Companies Law, Section 88 |
Company secretary appointment requirement | Secretary must be a natural person |
Legal entities requiring secretaries | Private and public companies |
| Legal forms exempt from appointing secretaries | Sole traders, general and limited partnerships |
| Timeframe for appointment | 6 months from the incorporation of the company |
| Special qualification requirements (YES/NO) | YES, for public companies, the secretary must have at least 3 years of experience in a similar role |
| Resident secretary requirement (YES/NO) | YES, the secretary must be a citizen or resident of Singapore |
| Possibility for resident director to act as a secretary (YES/NO) | YES, only if the company has more than one director |
| Affiliation with professional bodies requirements (YES/NO) | YES, the secretary can be a member of the Association of the Institute of Chartered Secretaries and Administrators or local or international accounting organizations |
| Duties and responsibilities | ensure company records are updated, participating and recording minutes of shareholders’ meetings, filing annual financial statements with ACRA |
| Fiduciary responsibility (YES/NO) | Yes |
| Possibility of acting as a contact person with ACRA (YES/NO) | Yes |
| Removal of company secretary from office requirements | The company must notify ACRA on the removal of the secretary from office |
| Replacement of company secretary requisites | The company must replace a secretary within 6 months from the removal of the former |
| Specialized corporate scretary services availability (YES/NO) | YES, it is possible to use specialized secretary services |
| Possibility for EntrePass or Employment Pass holders to become company secretaries (YES/NO) | Yes, employment pass holders can act as Singapore company secretaries |
Possibility to outsource the company secretary positions (YES/NO) | Yes, such a role can be completed by a specialized entity, such as an accounting firm in Singapore |
Subordination requirements | The secretary is subordinated to company’s shareholders and directors |
| Regulations concerning company secretaries | The Corporate Governance Code is the main act providing for the duties of secretaries |
| Requirement to attend board meetings (YES/NO) | Yes, the secretary must attend board meetings |
| Requirement to attend Annual General Meeting (AGM) (YES/NO) | Yes, a company secretary must attend the shareholders’ AGM |
| Advisory duties (YES/NO) | Yes, one of the roles of the secretary is to advise the directors |
| Requirement to supervise the appointment of directors (YES/NO) | Yes, this is one of the duties of the company secretary in Singapore |
| Liabilities of company secretary | A company secretary is liable if breaching any of his/her duties |
| Liability of a company failing to appoint a secretary | Companies failing to appoint secretaries will be fined by ACRA |
| Requirement to comply with the Employment Law | The company secretary can be hired based on an employment contract with specific clauses |
| Special licensing requirements (if any) | There are no special licenses a company secretary must apply for |
| Minimum number of secretaries required | Any company must have at least one company secretary |
| Maximum number of secretaries available | There is no cap on the number of company secretaries a business can have unless stipulated so by the Articles of Association |
| Other services available | – Accounting; – bookkeeping; – audit; – payroll in Singapore. |
Table of Contents
Are Singapore companies required to appoint secretaries?
Yes, this is a mandatory requirement when opening a company in Singapore.
What are the conditions to become a company secretary in Singapore?
No matter if discussing secretarial services in Singapore or the appointment of a person to occupy this position, here are the main requirements to comply with:
- the person appointed must be a Singapore citizen or at least a resident of the city-state;
- the secretary cannot hold this office and that of a director in the company;
- for public companies, the requirements are more stringent in terms of qualifications and experience;
- the chosen secretary must also be a member of various associations or recognized institutions.
Such services can be offered by lawyers or accountants in Singapore.
Here is also an infographic on this topic below:
What is the law related to the appointment of company secretaries in Singapore?
The Company Act, Section 171.
Are Singapore sole traders and partnerships also required to appoint such an officer?
No, only enterprises with legal personality, such as private and public companies.
Are there any differences between the company secretary of a private and a public company in Singapore?
Yes, the secretary of a public company must have at least 6 months of experience in a similar position, which is not the case for a private company.
What are the eligibility conditions for a company secretary?
The following:
- the position can be occupied by natural persons only;
- the person must be a Singapore citizen, permanent resident or employment pass holder.
Can the director and secretary of a Singapore company be the same person?
No.
What are the main roles of a company secretary in Singapore?
The following:
- administrative: ensuring a correct relationship with ACRA;
- advisory: the secretary can advise on legal, internal governance, and compliance matters;
- fiduciary: the secretary must act in the best interests of the company and shareholders.
What are the duties of a Singapore company secretary?
A Singapore company secretary has various duties and obligations that must be respected in order for the enterprise it represents to face various penalties. As a point of contact with the Companies Register, the secretary will:
- file the enterprise’s annual accounts;
- ensure all company records are up-to-date;
- ensure the company’s statutory document requirements are respected.
Apart from these, the secretary must set the date, organize, and attend the shareholders’ Annual General Meeting.
We can also provide other services, among which are auditsfor all types of companies in Singapore. We also invite you to watch our video below:
What are the membership requirements for company secretaries in Singapore?
Given the fact that a corporate secretary in Singapore has important duties and obligations, it is important for the person holding this position to be qualified, and membership in various associations and/or institutions that attest to their experience and expertise is definitory.
In the case of accountants, these can be members of the Singapore Institute of Certified Public Accountants, the local branch of the Association of International Accountants, the Association of the Institute of Chartered Secretaries and Administrators, or the Institute of Company Accountants in the city-state.
When must the company secretary in Singapore be appointed?
No later than 6 months from the opening of the company.
What happens if I do not appoint a secretary within the 6-month period?
The company will face penalties in the form of fines applied by the Accounting and Corporate Regulatory Authority in Singapore (ACRA).
Are there minimum/maximum periods for which a company secretary can be appointed?
No, there are not. The only aspect to consider is that when leaving the position, the company cannot leave it unfilled for more than 6 months.
Do I have to do anything if my secretary leaves the company?
Yes, you need to report it to ACRA within a maximum of 14 days. Then, you need to record the personal details of the new secretary once you fill the position.
For all these, you can rely on our accounting firm for corporate secretarial services in Singapore. If you are interested in starting a business in another country, such as the Netherlands, we can put you in touch with our local partners.
When discussing payroll in Singapore, but most importantly the services related to this side of accounting, you should take into account features, affordability, convenience of use, and the reputation of the company you choose to work with.
If you are searching for a company secretary in Singapore, do not hesitate to contact our accountants.