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Company Secretary in Singapore

Company Secretary in Singapore

Setting up a company in Singapore implies respecting various regulations, among which appointing a few key members in the management. An important requirement is for companies to have secretaries.

The company secretary in Singapore must be appointed in accordance with the Company Law and the person holding the position must comply with specific conditions.

Below, our accountants in Singapore explain the role of the corporate secretary and the services we can provide for you in this sense.

Corporate secretary in Singapore – appointment requirements

Under the Company Act, all corporate forms must appoint secretaries. This requirement does not apply to partnerships and sole proprietorships, which is why when it comes to these legal forms, the creation and taxation conditions are much simpler.

 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.

Here are the main aspects to consider about the company secretary in Singapore:

  • the secretary must be appointed within 6 months from the registration of the company;
  • Section 171 in the Company Law provides for the qualifications of company secretaries;
  • when replaced, a business cannot remain without a secretary for more than 6 months;
  • 3 years of experience is required for secretaries of companies listed on the Stock Exchange.

The legislation is permissive and company secretary services in Singapore can be accessed by those who do not find a suitable person to appoint one.

Our accounting firm in Singapore is at the service of local companies with various services. If you are interested in starting a business in another country, such as Malta, we can put you in touch with our local partners.

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:

  1. the person appointed must be a Singapore citizen or at least a resident of the city-state;
  2. the secretary cannot hold this office and that of a director in the company;
  3. for public companies, the requirements are more stringent in terms of qualifications and experience;
  4. the chosen secretary must also be members of various associations or recognized institutions.

Considering the citizenship or residency requirement, first-time foreign investors who open companies in the city-state have difficulties in finding secretaries, which is why they can use dedicated corporate secretarial services in Singapore.

Such services can be offered by lawyers or accountants in Singapore.

The company secretary under ACRA’s regulations

Every firm must select a company secretary within six months of the date of registration, according to the Accounting and Corporate Regulatory Authority (ACRA), the nation’s regulator of corporate entities and public accountants. Importantly, the appointee cannot be the company’s sole director and must reside locally in Singapore.

Note that although it is conceivable for a locally based company director to also serve as the company secretary, this is only possible if the firm has more than one director.

“Residing locally” means to be an ordinary resident corporate director. This means that the Singapore company secretary must reside in Singapore on a regular basis.

A Singapore permanent resident, EntrePass or Employment Pass holder who is authorized to work for the respective company can also become a corporate secretary in the city-state.

Also, just like in the case of outsourced accounting services, external corporate secretary solutions can also be hired.

Association membership requirements

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.

Our local accountants are members of these associations which is why you can rely on us for company secretary services in Singapore.

Duties of a company secretary

A Singapore company secretary has various duties and obligations which 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.

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.

The role of a company secretary in Singapore

If when this position was first created, the corporate secretary in Singapore was a help for the management, in time its introduction in the Company Act led to it becoming a requirement for businesses. Now, it is a legal requirement for companies to appoint such a person.

A company secretary has two important roles in Singapore: the first one is to promote good corporate governance, which the second refers to the practical side of this position in relation to:

  • the company;
  • the shareholders;
  • the company’s directors.

This is one of the main reasons asking for company secretary services in Singapore is no longer something seldom, but often met especially among large corporations.

The main duties of a corporate secretary to the company

The secretary’s duty towards a company is to make sure it complies with the provisions of the Company Law. Any amendments brought to the law must be acknowledged and conveyed forward to the interested parties. Moreover, the secretary can also guide the management on ethics and corporate governance matters.

Our accountants can also offer secretarial services in Singapore, as they are also up-to-date with the provisions of the Company Law in terms of best business practices.

What duties does a company secretary have towards the shareholders?

The Singapore company secretary is one of the first persons of contact for the shareholders and he or she also acts as a liaison officer between the shareholders and Board of Directors. The secretary can record any matter the business owners want to address in meetings and transmit it to the directors.

From this point of view, a company secretary must have specific qualities and qualifications, among which:

  • be able to make decisions rapidly;
  • fairness is also an important quality of a corporate secretary in Singapore;
  • must always be updated with the legislation related to companies, as well as the industry in which it operates.

What should be noted is that the Monetary Authority in the city-state has created a Code of Corporate Governance through which companies must define the duties and role of the secretary. According to it, the secretary must attend board meetings and advise the management on governance-related aspects.

Our accounting firm in Singapore is also at your disposal with various services, including if you are running a branch office, as these entities must respect the laws of the city-state.

The relation between the company secretary and the directors

Perhaps one of the most important duties of a company secretary in Singapore is towards the directors, as he or she must supervise the appointment of new managers directly. Then, the secretary will be the advisor of the board and will also help them in organizing and holding board reunions.

We also offer secretarial services in Singapore, and if you have any questions about them, do not hesitate to inquire with us.

The fiduciary duty of a secretary in Singapore

One of the most important duties of a company secretary in Singapore the fiduciary one. This means that:

  • the secretary cannot put his/her personal interest above those of the company or make profits at the loss of the business;
  • the secretary must also act in accordance with the law and trust invested in him/her by the shareholders and directors;
  • diligence must be at the core of exercising this job;
  • the secretary must keep confidentiality on all company secrets he or she handles;

It should be noted that a Singapore company secretary can be held liable if he or she breaches the fiduciary duty towards the company or any of the other parties one liaises with.

Company compliance

In addition to their regular obligations and annual compliances, a Singapore company secretary’s duties also entail filing paperwork with the appropriate authorities in the following circumstances:

  • changes in the company’s registered office;
  • choosing a new director or stepping down as a current director;
  • changes to the company’s constitution;
  • updating for changes to the company name;
  • gains or losses in share capital;

If you want to know more about the role of a corporate secretary in Singapore from an accounting point of view, you can rely on our local accountants.

All entities are expected to abide by specific regulations, including related to audit in Singapore. According to the law, audits must be performed in the city-state. These are done to make sure the value listed in the financial statement is accurate and reasonable. For information on how we can help, do not hesitate to get in touch with us.

Other duties of a corporate secretary in Singapore

Along with adhering to the requirements of company law, the company secretary also performs the following tasks:

  • helps the chairman call the company’s meetings and make the necessary arrangements.
  • assists the directors in efficiently completing their legal obligations.
  • carries out essential duties pertaining to shareholders and debenture holders. The issuance of share certificates, invitations to subscribe, management of the transfer process, and prompt dividend payment are a few of these duties.
  • manages the company’s correspondence with its shareholders. The firm also specifically requires the secretary to refrain from sharing any of the company’s proprietary information with any of the shareholders;
  • ensures the operation of the company is transparent and accountable;
  • serves as a point of contact between the shareholders and the Board;
  • serves as the officer in charge of all of the company’s secretarial tasks.

Unless the law forbids it, permits members, shareholders, and others to view the statutory registers.

The precise employment agreement that a secretary has with the company will determine their specific responsibilities, and additional responsibilities may be added to the post. The corporate secretary’s responsibilities also depend on their professional background and expertise. For instance, a secretary with accounting skills may also be responsible for the company’s internal audit and corporate financial issues. If the secretary has legal training, she can help the business with contract preparation and legal issues.

The responsibilities of a company secretary have drastically changed over time. A company must have a company secretary job in order to comply with the law. Additionally, it aids in the company’s promotion of excellent corporate governance.

Feel free to ask for corporate secretarial services in Singapore from our specialists.

We can also provide other services, among which audits for all types of companies in Singapore. We also invite you to watch our video below:

Services offered by an external corporate secretary in Singapore

Appointing a company secretary in Singapore implies finding a person who meets all the requirements above. However, for many business owners using specialized services offered by accountants or lawyers are the easiest way to comply with all the requirements imposed by the Company Law.

Our Singapore accountants can provide tailored support to companies from this point of view, as our specialists are members of the above-mentioned institutions and have the experience required to hold this office.

We can handle all the formalities that need to be met with ACRA in order for your enterprise to avoid penalties.

If you are searching for a company secretary in Singapore, do not hesitate to contact our accountants. 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 want to know about our services, please contact us.