Corporate Secretary Singapore

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Section 171 of the Companies Act requires all companies in Singapore to appoint a company secretary who ensures that the company is compliant with Singapore’s Company Law. The corporate secretary in Singapore is more than a mere overhead expense for a company. As an officer, advisor, and a fiduciary to the company, its board and its shareholders, the company secretary in Singapore plays a vital role in the smooth operation and eventual success of any Singapore company.

Key Facts About Singapore Corporate Secretarial Services

The Companies Act requires new companies to appoint a company secretary within 6 months of incorporation.

The company secretary (or corporate secretary) must be a natural person and resident of Singapore.

A digital bank account such as Wise (former - Transferwise) is becoming increasingly popular in Singapore. Many of our clients use a digital banking account for their needs due to the ease of operating the account and lower transaction fees.

The company secretary in Singapore is an officer of the company, an advisor to the board, the main liaison between the shareholders and directors, and the main compliance officer.

Companies can hire a third party provider to act as the corporate secretary in Singapore.

Qualification Requirements for Singapore Corporate Secretary

Who can be a Singapore company secretary?

Per the Companies Act, a Singapore company secretary must meet the following requirements:

  • A Singapore company secretary is expected to be knowledgeable and experienced with company regulations and compliance: With such an important role in a company, a corporate secretary is expected to have a deep understanding of Singapore company law. In addition, the company secretary is expected to be familiar with all required company annual filings.
  • The corporate secretary’s primary residence must be in Singapore: This applies to both local and foreign-owned companies in Singapore.
  • A Singapore corporate secretary must be an ordinary resident of Singapore: The Singapore government defines an ordinary resident as a Singapore Citizen, a Singapore permanent resident or an EntrePass holder. In certain cases, an Employment Pass holder who has a local residential address in Singapore can be considered an ordinary resident.

If a private limited company in Singapore fails to stay compliant with company law, the Singapore government may require the company to appoint a new company secretary who meets the requirements of a company secretary for a public company. A public company secretary in Singapore must meet at least one of the following additional requirements:

  • Served as a company secretary for at least 3 of the 5 years immediately before his appointment as secretary of the public company.
  • Being a qualified person under the Legal Profession Act.
  • Being a public accountant registered under the Accountants Act.
  • Being a member of the Institute of Certified Public Accountants of Singapore.
  • Being Member of the Singapore Association of the Institute of Chartered Secretaries and Administrators.
  • Being a member of the Association of International Accountants.
  • Being a member of the Institute of Company Accountants, Singapore.

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Who cannot be a Singapore company secretary?

The Companies Act has also outlined when an individual cannot serve as a corporate secretary.

  • The sole director of a company cannot serve as a corporate secretary: In many cases, a Singapore company with a sole director will appoint its corporate service provider as the corporate secretary to meet this regulation.
  • The company secretary has been debarred: Debarment refers to the situation when the Singapore government removes the rights of an individual to act as a company secretary. Company secretaries can be debarred for failing to comply with Singapore Company law.
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Appointment of Company Secretary Singapore

A new Singapore company must appoint a company secretary within 6 months of incorporation. Similarly, an existing company must ensure that the position of corporate secretary does not remain vacant for more than 6 months.

A company can appoint a new company secretary through a vote of the company directors, also known as a director or board resolution. The appointed company secretary must also complete a consent to act as a secretary known as form 45B.

Lastly, to officially appoint the corporate secretary, the company is required to file an appointment of company secretary with the Accounting and Corporate Authority (ACRA) using BizFile -- Singapore’s online company filing system.

Singapore Company Secretary Removal Procedure

In certain cases, a company may choose to remove a company secretary. The best case scenario is to require the company secretary to resign. However, if the company secretary refuses to cooperate, the company has the option to forcibly remove the company secretary.

In general, a company can remove a company secretary through a board resolution without requiring a resignation letter from the company secretary. Once the board resolution has been passed, the company must file a cessation of company secretary with ACRA within 14 days.

Resignation Procedure of Singapore Corporate Secretary

In general, if a Singapore corporate secretary resigns, a company is required to take the following actions:

  • The resigning corporate secretary must submit a resignation letter.
  • The board of directors must pass a board resolution accepting the resignation and removing the company secretary from their position.
  • Finally, the company must file a cessation of company secretary with ACRA using BizFile within 14 days of the resignation.

What Does Singapore Corporate Secretarial Services Include?

Scope of the company secretarial services in Singapore

The Singapore company secretary has a broad range of duties to ensure that the company is in compliance with Singapore company law. The description below provides a non-exhaustive list of the Singapore company secretary matters:

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What Does a Singapore Corporate Secretary Do?

Corporate secretary in Singapore performs various roles for the company. Below you can find the list of the most important of them.

Conclusion

From administration to company compliance - the roles of a corporate secretary are vital for the continued business success of a company in Singapore. Furthermore, the corporate secretary acts as the key advisor and guide to the directors of the company.

Given the importance of such a position, new and existing companies often choose to appoint an experienced corporate service provider to provide the corporate secretarial services in Singapore. The corporate service provider can provide expert guidance as well as uphold the administrative and statutory duties to ensure the company’s compliance with Singapore law as it grows and expands.

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The challenge we faced was finding a partner who could add the value and benefits of an easy-to-use online platform but couple it with the provision of astute guidance about the most efficient company setup structure. We found the online platform very simple, very easy-to-use, and backed up with very effective messaging tools to ask and receive timely guidance. On top of this, if you need to send a simple email or schedule a call outside of the system, the response rate has been very impressive. I would not hesitate in recommending the friendly team at Corporate Services to anyone looking to set up a venture in Singapore.

ROGER SMART, TIGER PARTNERS (SG) PTE. LTD.

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