Do I need a corporate secretary in Singapore?

Appointing a corporate secretary (also called a company secretary) is a mandatory legal requirement for all companies in Singapore. 

According to the Singapore's Companies Act:

• Every company must appoint a company secretary within six months of incorporation.

• The company secretary must be a natural person who is ordinarily resident in Singapore. This includes Singapore citizens, permanent residents, or EntrePass holders.

• The company secretary cannot be the sole director of the company.

• The position cannot be left vacant for more than six months, or the company and its directors may face penalties.

A corporate secretary in Singapore has a broad and vital role encompassing regulatory compliance, corporate governance, administration, and communication. Their responsibilities can be grouped into the following key functions:

• Statutory Compliance and Record-Keeping

  • Maintain and update the company's statutory registers such as shareholders, directors, charges, and share transfers.

  • File mandatory documents and returns with the Accounting and Corporate Regulatory Authority (ACRA), including annual returns, changes in company particulars, and notices related to auditors or office addresses.

  • Ensure the company complies with the Companies Act and other relevant laws.

• Board and Shareholder Meetings

  • Organize and facilitate board meetings and Annual General Meetings according to legal and constitutional requirements.

  • Prepare and circulate meeting notices, agendas, and documentation.

  • Take and maintain accurate minutes of all meetings.

• Corporate Governance Advice and Support

  • Act as an advisor to the board of directors on governance best practices, legal compliance, and regulatory updates.

  • Ensure good corporate governance standards are upheld within the company.

• Communication and Liaison

  • Serve as the main communication channel between the company, its shareholders, directors, auditors, and regulatory authorities.

  • Manage shareholder communications including notices for meetings and dividend announcements.

• Custody of Company Seal and Corporate Identity

  • Safeguard and manage the company's seal if it has one, ensuring proper use.

• Risk Management and Compliance Monitoring

  • Monitor compliance risks related to governance and regulatory matters.

  • Flag any potential conflicts of interest or compliance issues for the board’s attention.

In summary, the corporate secretary in Singapore is an officer of the company who ensures regulatory compliance, facilitates effective governance, supports the board and shareholders, and protects the company’s legal and operational integrity. This role is critical to helping companies meet statutory obligations and maintain high standards of corporate governance.

So if you have a company incorporated in Singapore, you do need to appoint a corporate secretary as part of your compliance obligations within six months after incorporation.

Please reach out to us via the Contact Us Form if you need to enquire about corporate secretary services!