Understanding about Company Secretary’s Role

Section 171 of the Companies Act requires every company to have at least one secretary within 6 months from date of incorporation who must be a natural person and who must have his or her principal or only place of residence in Singapore.

The secretary is appointed by the directors and the company’s articles of association will usually provide for the secretary’s terms and conditions of office to be determined by the directors.

The directors of the company are under a statutory duty to ensure that the persons appointed are persons who appear to them to have the requisite knowledge and experience to discharge the functions of secretary of the company. You may refer to FAQ to understand better.

Frequently Asked Questions

Does a Singapore Company have to appoint a Company Secretary?
Yes. Section 171 of the Companies Act  requires every company to have at least one secretary within 6 months from date of incorporation who must be a natural person and who must have his or her principal or only place of residence in Singapore.

What does a Company Secretary do?  
Company secretary assists with ongoing statutory matters of the company which include preparing resolutions, minutes and notices of general meetings and subsequently lodging changes and returns to ACRA. Some of examples are amendments of Memorandum and Articles of Associations, share allotments and share transfers, change directors or shareholders and file Annual Return to ACRA.

In addition, the company secretary has to advice the various statutory compliance dates and constantly update and maintaining statutory records such as register of directors and directors’ shareholding, register of members, register of transfers etc. All registers shall be readily open for inspection by shareholders, auditors, ACRA or any authorized party.

Whether a company need to pay us an annual fee for being their corporate secretary?
Yes.  Being a company’s appointed Secretary, an annual professional fees need to be paid to us for assuming the secretarial duties.

What kind of secretarial services will be chargeable?
Secretarial matters of non-routine nature will be chargeable on a per request basis.  Examples include Increase of paid-up capital, change of shareholding, Change of M&A, change of directors, change of Company’s name and activities, etc. Such fees may include payments to ACRA for changes or IRAS for stamp duties, updated company profile and bizfile service fees.