Every company incorporated in Singapore is required by law to appoint a Company Secretary.
This role is not merely administrative — the secretary acts as a key officer ensuring that the company complies with the Companies Act (Cap. 50), ACRA regulations, and internal governance standards.
For both local and foreign-owned entities, understanding the appointment criteria, duties, and accountability of a company secretary is essential to maintaining good corporate standing in Singapore.
Legal Requirement to Appoint a Company Secretary
Under Section 171 of the Companies Act, every Singapore company must appoint at least one qualified company secretary within six months from its date of incorporation.
- The position cannot remain vacant for more than six months at any time.
- The company secretary must be a natural person who is ordinarily resident in Singapore.
- Public companies must appoint a secretary who possesses formal professional or academic qualifications and is capable of performing the statutory duties required under the Act.
If a company fails to appoint a secretary within the required timeframe, ACRA may impose penalties, and the company directors may be held personally responsible.
Who Qualifies as a Company Secretary
For private limited companies, the secretary must be:
- A natural person residing in Singapore (Citizen, PR, or Employment Pass holder), and
- Someone with sufficient knowledge and experience to discharge the functions of a secretary.
For public companies, the secretary must additionally meet one or more of the following professional qualifications:
- A member of the Institute of Chartered Accountants of Singapore (ISCA)
- A member of the Singapore Association of the Institute of Chartered Secretaries and Administrators (SAICSA) (now known as Chartered Secretaries Institute of Singapore – CSIS)
- A qualified advocate and solicitor under the Legal Profession Act
- A public accountant registered under the Accountants Act
- A member of the Singapore Institute of Company Accountants
Public companies must also ensure that their secretary has at least three of the five years’ experience in a secretarial or managerial capacity immediately before appointment.
Roles and Responsibilities of the Company Secretary
The company secretary acts as the chief compliance officer of the company.
Their core duties include maintaining statutory registers, ensuring timely filing with ACRA, supporting the board and shareholders, and safeguarding the integrity of the company’s governance framework.
Key statutory and administrative responsibilities include:
- Maintaining Statutory Registers
- Register of members (shareholders), directors, secretaries, and auditors
- Register of controllers and nominee directors
- Minute books for board and shareholder meetings
- Filing and Reporting Obligations
- Preparing and filing annual returns with ACRA
- Lodging notices of share issuance, transfer, or change in officers
- Ensuring compliance with timelines for Annual General Meetings (AGMs) and financial reporting
- Corporate Governance and Board Support
- Organising board and shareholder meetings
- Preparing and distributing meeting notices, agendas, and minutes
- Advising directors on statutory obligations and good governance practices
- Communication with Regulators and Stakeholders
- Acting as the liaison between the company and ACRA, IRAS, and other regulatory bodies
- Ensuring company correspondence, notices, and filings are legally accurate and properly documented
- Safekeeping of Company Seal and Documents
- Maintaining the company’s common seal, constitution, share certificates, and minute books
- Ensuring authorised signatories are recorded and updated
The Secretary’s Fiduciary and Legal Duties
Like directors, the company secretary owes fiduciary duties to act honestly, diligently, and in good faith for the benefit of the company.
They must exercise care and avoid conflicts of interest when handling corporate matters.
If the secretary knowingly lodges false information with ACRA or fails to maintain proper registers, they can face personal liability, including fines and potential disqualification.
Relationship Between the Secretary and the Board
The company secretary is appointed by the board of directors, and the appointment must be approved through a formal board resolution.
Although the secretary supports the board, they are not subordinate to individual directors — their duty is to the company as a legal entity.
In practice, the secretary serves as the company’s internal compliance adviser, ensuring that directors’ decisions are implemented lawfully and that the company’s constitutional and regulatory obligations are met.
CSP-Provided Company Secretary Services
Many companies, especially startups or foreign-owned entities, engage a Corporate Service Provider (CSP) to fulfil the statutory company secretary role.
This is common because licensed CSPs are familiar with ACRA compliance, BizFile+ filing, and ongoing governance requirements.
From June 2024, Singapore’s Corporate Service Providers Act introduced tighter standards for CSPs:
- Only registered CSPs may provide company secretarial services.
- CSPs must meet fit-and-proper and AML/CFT compliance criteria.
- Secretarial duties performed on behalf of clients must follow strict record-keeping and due diligence requirements.
Engaging a registered CSP ensures that the company’s filings, records, and governance remain fully compliant with ACRA’s framework.
Cessation or Change of Company Secretary
If a company secretary resigns or is replaced, the company must:
- File a Cessation of Secretary and Appointment of New Secretary with ACRA via BizFile+ within 14 days, and
- Update its internal Register of Secretaries accordingly.
Companies should avoid prolonged vacancies, as failure to maintain a qualified secretary may lead to enforcement actions or administrative penalties.
Best Practices for Compliance
- Ensure your company appoints a secretary immediately after incorporation.
- Maintain clear documentation of board resolutions and company registers.
- Verify that your appointed secretary or CSP is properly registered with ACRA.
- Schedule annual compliance reviews to confirm all filings and records are up to date.
- When using a CSP, establish clear communication and reporting lines to directors.
A qualified and diligent company secretary is essential to keeping a Singapore company compliant, transparent, and well-governed.
Beyond filing forms and maintaining records, the secretary acts as the guardian of corporate integrity — ensuring that the company’s operations align with both the law and best governance practices.