Singapore Company Secretary: Appointment, Duties and Roles

Under Section 171 of the Singapore Companies Act (CA), a company in Singapore must appoint a Company Secretary (CS) within six months from the date of its incorporation.

Singapore Company Secretary: Appointment, Duties and Roles

Under Section 171 of the Singapore Companies Act (CA), a company in Singapore must appoint a Company Secretary (CS) within six months from the date of its incorporation.

The CS is responsible for the administration of the company and must ensure that the company complies with the relevant legislation and regulations as stipulated by the Accounting and Corporate Regulatory Authority (ACRA) including the filing of annual returns and board resolutions. The Secretary also keeps the Directors and Shareholders informed of their legal responsibilities towards the company.  The CS operates under a legal framework as defined in the Singapore Company Law.

As Singapore company law allows companies to hire a third-party provider to function as the CS, many SMEs and startups outsource the services of a corporate secretarial service provider.

How a Company Secretary is appointed in Singapore?

A CS can be appointed through a board resolution and obtaining consent through Form 45B of the new Secretary to act as a secretary. For an existing company, Directors’ Resolution in writing must note the appointment of the new CS and the resignation of the previous secretary. For the official appointment of the CS, the company must file an appointment of the company secretary with ACRA using BizFile, the online company filing system in Singapore. While appointing the CS, the Directors of a company must ensure that he or she has the requisite experience and academic and professional qualifications.

In the event of debarment by the Singapore government denying the rights of an individual to act as a CS for non-compliance with Company Law, the person cannot be appointed as a CS. Private limited companies don’t need to appoint a professionally qualified secretary. The appointment of a professionally qualified secretary including lawyers, accountants and chartered secretaries only applies to public companies.

What are the Duties of a Company Secretary in Singapore?

The CS is entrusted with a wide range of duties for ensuring compliance with the Singapore Company Law. Some of the important duties of a CS are outlined as under.
Filings with ACRA
All filings with ACRA are managed by the CS including annual return filing, filing changes in share capital, filing changes in the company name and filing notices of appointment, removal, and the resignation of directors, CEOs, company secretaries or auditors.
Maintaining Statutory Registers
The CS needs to maintain and update all statutory registers including the register of substantial shareholders; register of charges; register of Directors, CEOs, Secretaries and Auditors, register of nominee directors and controllers, register of debenture holders etc.
Safekeeping of Company Seal
The company seal must be kept under safe custody by the CS who uses it on company documents whenever required.
Organising Meetings
The CS is responsible for preparing agendas and issuing notices of meetings to the company members and shareholders.
Preparing Minutes of Meetings
The CS is responsible for the preparation of the minutes of meetings. These are termed company records and must be maintained as per the company law. The minutes’ book forms a part of the company records.
Ensuring Insurance Coverage
The CS is responsible for ensuring adequate insurance coverage for the company, offices, directors and employees.
Other Duties
In addition to the above mentioned major duties, the CS is also responsible for the following tasks.

Want to learn more about Duties and Responsibilities of Company Secretary?

Speak to one of our experts today.
What Roles Does a Company Secretary play in Singapore Companies?
CS position is a legal need for a company and its role has witnessed many changes over the years for bringing continuous improvement in corporate governance. A CS works on multiple fronts and as a result, has to take up several roles within the organisation. Below mentioned are the main roles a CS plays in a Singapore company.
Administrative Role

This is the principal role played by CS in a company. In its administrative capacity, a CS ensures that the company is compliant with all relevant company laws and administers all compliance work related to Singapore regulatory authorities such as ACRA, MAS, IRAS etc.

All company AGMs and EGMs are also managed by the CS and meeting agendas and minutes of meetings are prepared by him or her. All administrative work related to company shares is also handled by the CS.

Advisory Role

Most of the professional and experienced CSs are quick decision makers and keep themselves abreast of the most updated status of company legislation. Besides being highly familiar and knowledgeable about legal and compliance frameworks, CSs are also very much adept at corporate governance. These qualities help fit them most in their advisory role.

The Secretary plays the role of an advisor to the company directors and manages the process of appointment for any new director. The board of directors of a company are provided with timely and appropriate guidance on running the company lawfully for a sustainable business. The CSs are also normally quick in identifying any non-compliance with company policies and advise the board on policy changes.

Fiduciary Role

The CS is appointed in a fiduciary capacity and must play a fiduciary role in discharging his or her responsibilities. He or she must always act in good faith and keep the company’s interest above personal interest without any potential conflicts.

The company’s confidential information and trade secrets must be kept highly confidential and must never be compromised by the CS. The secretary must work with care and diligence and stay away from making any personal profit secretly.

Similar to the other company members, the CS is subject to the company law and constitution and can be held liable for any violation of law and negligence of duties.

The Takeaway

The appointment of the CS is one of the most crucial steps while incorporating a company in Singapore and keeping the company compliant with the applicable company laws.

Hiring a professional corporate service provider is usually recommended during company formation as the service provider can appoint one of its professional and experienced staff as the CS.

Your vision, our mission.
Let's discuss

A Member Firm of Andersen Global
Need Assistance?
Get In Touch

We appreciate your interest in IMC and are eager to address your needs.

To ensure we address your needs accurately and promptly, please fill out this form. This will help us in identifying and connecting you with the appropriate team of experts in our organization.

We take pride in our responsiveness and aim to get back to you within a span of 1-2 business days. Your journey towards solutions starts here.

Companies we have worked with

Please Fill the Form