Is a corporate secretary mandatory for all Singapore companies?

Yes. Under Section 171 of the Companies Act, every Singapore company must appoint at least one qualified company secretary within six months of incorporation. The position cannot remain vacant for more than six months at any time. Failing to appoint a company secretary is a breach of the Companies Act and may result in penalties imposed on the company and its directors.

Who can be appointed as a company secretary in Singapore?

The company secretary must be an individual who is ordinarily resident in Singapore. This includes Singapore citizens, permanent residents, and holders of Employment Passes, EntrePasses, or Dependant’s Passes with a local address. The individual must have sufficient knowledge and experience in company law and compliance matters.

What happens if a company fails to appoint a corporate secretary?

If a company does not appoint a secretary within six months of incorporation, it will be in breach of the Companies Act. ACRA may issue penalties to the company and its directors. Without a secretary, the company cannot file statutory documents or meet ongoing compliance requirements, which may lead to additional enforcement actions.

How can I change or remove my current company secretary?

A company can remove or replace its company secretary at any time through a board resolution. The cessation must be filed with ACRA within 14 days. If a new secretary is appointed, the new appointment should be filed immediately to avoid any compliance gap. It is good practice to obtain a written resignation or handover confirmation to ensure a smooth transition.

As a sole shareholder and director, can I also act as a company secretary for my Singapore company?

No. A sole director of a company cannot also serve as its company secretary. In such cases, companies typically appoint a qualified professional from a licensed corporate service provider to meet the legal requirement.

Can I appoint a foreigner as a company secretary?

No. The company secretary must be ordinarily resident in Singapore. Foreigners who do not live in Singapore or do not hold valid passes with a local residential address cannot act as company secretaries. However, foreign-owned companies can appoint a licensed corporate service provider to fulfil this role through a resident professional.

Singapore Company Secretary Guide:
Roles, Requirements, and Compliance

Last Updated: Nov 2025

Every company in Singapore must appoint a qualified company secretary to ensure compliance with the Companies Act and maintain proper corporate governance. The company secretary plays a central role in managing statutory records, filing with ACRA (the Accounting and Corporate Regulatory Authority), advising directors, and ensuring the company meets all legal obligations.

This guide is meant for startup founders and explains who can be a company secretary in Singapore, what the role involves, and how to meet the statutory requirements for appointment, removal, and ongoing compliance.

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Key Takeaways About Singapore Company Secretary

Appointment of a company secretary is a legal requirement in Singapore.

The company secretary is responsible for the company’s statutory administration, ACRA filings, governance support, and maintenance of official company records.

The company secretary must be an individual who is ordinarily resident in Singapore.

For startups and mid-sized businesses, this role is typically outsourced to a corporate service provider.

What Is a Company Secretary?

A company secretary is a key officer responsible for ensuring that a Singapore company operates in full compliance with the Companies Act and its internal constitution. The role combines legal, administrative, and advisory functions.

In Singapore, the term “company secretary” is the official designation used by ACRA. However, in business practice, it is often used interchangeably with the term “corporate secretary”, both referring to the same statutory role.

The company secretary acts as the main link between the company directors, shareholders, and regulatory authorities. This person prepares and files statutory documents, maintains company records, advises directors on governance matters, and ensures all reporting obligations are met on time. Essentially, the company secretary helps the company stay compliant, transparent, and well-governed throughout its operations.

Legal Requirements for a Company Secretary in Singapore

Companies Act Requirement

Section 171 of the Companies Act requires every Singapore company to appoint at least one company secretary. A company cannot operate indefinitely without a secretary, and ACRA treats the role as essential for maintaining proper corporate governance and legal compliance.

Deadline for Appointment

A new company must appoint its company secretary within 6 months of the date of incorporation. If the position becomes vacant, the company must fill it within 6 months as well. Failing to do so is a breach of the Companies Act and may result in penalties for the directors.

Qualifications

The company secretary must be an individual who is ordinarily resident in Singapore. This includes Singapore citizens, permanent residents, and holders of Employment Pass, EntrePass, or Dependant Pass.
For private limited companies, the key requirement is that the person has sufficient knowledge and experience in company law and corporate compliance.
For public companies, the secretary must also meet higher qualification standards such as being a public accountant, a qualified lawyer, or a member of an approved professional body like ISCA or SAICSA.

Understanding the Role of a Company Secretary

A company secretary manages a wide range of administrative, legal, and governance functions. The role ensures that the company operates in compliance with the Companies Act, maintains accurate statutory records, and supports the board in decision-making. Below are the main areas of responsibility.

Core Administrative Responsibilities

Starting with the company formation, the secretary oversees day-to-day company administration, ensures proper documentation of corporate actions, and maintains up-to-date records of directors, shareholders, and officers.

Statutory & Regulatory Compliance

The company secretary ensures timely filings with ACRA, monitors key statutory deadlines, and verifies that the company meets all ongoing legal obligations.

Board Support & Governance

The secretary assists directors by preparing board meeting agendas, drafting resolutions, recording minutes, and advising on governance procedures.

Maintaining Statutory Registers & Records

The secretary maintains and updates registers such as those of directors, shareholders, controllers, charges, and company officers, keeping them ready for inspection when required by law.

Filing and Reporting with ACRA

All company filings, including changes in officers, share capital, or registered address, are administered and filed with ACRA by the company secretary.

Organising Annual General Meetings (AGMs) and Board Meetings

The secretary prepares meeting notices, circulates financial statements, manages proxies, and ensures proper conduct of AGMs and board meetings in line with the Companies Act and the company’s constitution.

Communication with Shareholders and Stakeholders

The company secretary serves as the primary contact point between the board and shareholders, ensuring clear communication and transparency.

Advising Directors on Legal and Compliance Matters

The secretary provides directors with guidance on their statutory duties, disclosure obligations, and good corporate governance practices.

Ensuring Adherence to the Companies Act in Singapore

The secretary monitors company operations and board decisions to ensure full compliance with the Companies Act and other relevant regulations.

Safekeeping of Company Seal and Official Documents

The secretary is responsible for keeping the company seal, share certificates, and other important legal documents in safe custody.

Outsourcing the Corporate Secretary Role in Singapore

Most companies in Singapore choose to outsource the corporate secretary role to a licensed corporate service provider. This option ensures that all statutory duties are handled by experienced professionals who are familiar with ACRA regulations and compliance procedures.

Outsourcing is especially common for startups and mid-size businesses because they don't normally have in-house expertise in company law or governance. It provides cost efficiency, reduces compliance risks, and allows directors to focus on running the business.

A professional corporate service provider typically handles all secretarial functions, including ACRA filings, maintenance of statutory registers, preparation of board resolutions, and organisation of annual general meetings.

When appointing an external company secretary, it is important to select a provider that is accredited, responsive, and knowledgeable about Singapore company law.

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How to Appoint a Company Secretary in Singapore?

A company must appoint a qualified company secretary within six months of incorporation. The appointment is made by the board of directors through a formal resolution.

The selected individual must consent in writing to act as the company secretary. This is typically done using Form 45B - Consent to Act as Secretary. Once appointed, the company must file the appointment details with ACRA.

If a company changes its secretary later, the new appointment must also be recorded with ACRA within 14 days.

What Happens If You Don’t Appoint a Corporate Secretary?

Failing to appoint a corporate secretary within 6 months of incorporation, or allowing the position to remain vacant for more than 6 months, is a breach of Section 171 of the Singapore Companies Act. ACRA considers this a serious non-compliance issue, as the corporate secretary is essential for ensuring proper governance and adherence to statutory obligations. Consequences of non-compliance may include:

Penalties and Fines

ACRA may impose fines on the company and its directors for failing to appoint a company secretary. The exact penalty depends on the duration and severity of the breach.

Legal and Operational Risks

Without a company secretary, the company may fail to meet critical filing deadlines, maintain statutory registers, or comply with governance requirements, leading to further penalties or legal complications.

Reputational Damage

Non-compliance can undermine the confidence of shareholders, investors, and stakeholders in the company’s management and governance practices.

Compulsory Appointment for Public Companies

If a private limited company consistently fails to comply with the Companies Act, ACRA may require the company to appoint a corporate secretary who meets the stricter qualification criteria applicable to public companies, such as being a qualified lawyer, public accountant, or member of an approved professional body.

To avoid these risks, companies must ensure timely appointment of a qualified company secretary or engage a licensed corporate service provider to fulfill the role.

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How to Remove or Change a Company Secretary in Singapore

A company may remove or replace its company secretary at any time by passing a board resolution. The company does not need to obtain the secretary’s consent to do so.

Once the decision is made, the company must file a cessation of the company secretary with ACRA within 14 days of the effective date. If a new secretary is being appointed, both the cessation and the new appointment should be filed promptly to avoid any compliance gaps.

If the secretary resigns voluntarily, the company should accept the resignation through a board resolution and complete the cessation filing with ACRA within the same 14-day period.

It is best practice to obtain a written resignation letter or acknowledgment to ensure a smooth handover of statutory records and company documents.

Our Company Secretary Service

Entrepreneurs who incorporate Singapore companies usually choose to appoint an experienced corporate service provider to handle their corporate secretarial obligations. This ensures that all statutory requirements are met accurately and on time.

The corporate services teams on our platform have decades of experience providing company secretarial services to private limited Singapore companies. All compliance tasks are professionally managed and executed through our industry-leading corporate services online platform.

Our corporate secretary services will take care of the following tasks:

Preparation and filing of all ACRA submissions
Maintenance of statutory registers and company records
Drafting of directors’ and shareholders’ resolutions
Organisation of annual general meetings and board meetings
Guidance on compliance with the Companies Act and corporate governance standards
Reminders for key filing deadlines and annual obligations

Whether you are incorporating a new company or replacing your existing provider, our experienced team ensures full compliance with ACRA and the Companies Act. Contact us today to book a free consultation and learn how we can help your company stay compliant.

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Author

Jacqueline Low

Jacqueline has been in the corporate services industry for over 25 years. She has helped thousands of entrepreneurs and business clients understand and navigate the various statutory and regulatory requirements, avoiding expensive mistakes.

Singapore Company Secretary Guide: Roles, Requirements, and Compliance

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