If you are incorporating or running a company in Singapore, you may be wondering whether appointing a company secretary is mandatory or just a nice-to-have. The answer is clear: it is a legal requirement, and failing to comply can result in penalties.

Here is everything you need to know about company secretaries in Singapore.

Is a Company Secretary Mandatory in Singapore?

Yes. Under Section 171 of the Companies Act (Cap. 50), every Singapore-incorporated company must appoint a company secretary. Specifically:

• A company secretary must be appointed within 6 months of the company's date of incorporation
• The position cannot remain vacant for more than 6 months at any time
• The company secretary must be a natural person (not a corporate entity)
• The company secretary must be ordinarily resident in Singapore

Failure to appoint a company secretary is an offence under the Companies Act, and the company and its officers can be liable for a fine.

What Does a Company Secretary Do?

The company secretary is a statutory officer responsible for ensuring that the company meets its legal and regulatory obligations under Singapore company law. Their core responsibilities include:

Annual compliance filings:

• Filing the Annual Return with ACRA
• Ensuring the company holds its Annual General Meeting (AGM) on time, or files a waiver where applicable
• Updating ACRA's BizFile+ register when there are changes to directors, shareholders, registered address, or company particulars

Maintaining statutory registers:

• Register of directors
• Register of shareholders (members)
• Register of charges (for secured loans)
• Register of Registrable Controllers (RORC)

Corporate governance and resolutions:

• Drafting and filing board resolutions and shareholders' resolutions
• Advising directors on compliance and statutory timelines
• Managing share allotments and transfers

General compliance:

• Ensuring company financial statements are prepared and filed on time
• Monitoring compliance with notice periods for meetings

The company secretary is not a managerial or executive role. They do not make business decisions, they ensure the company's paperwork and regulatory compliance are in order.

Who Can Be a Company Secretary in Singapore?

Singapore law specifies that a company secretary must meet qualification requirements depending on the type of company:

For a public company: The secretary must meet one of several prescribed qualifications under the Companies Act (e.g., a member of a professional body such as the Singapore Association of the Institute of Chartered Secretaries and Administrators (SAICSA), a lawyer, an accountant, etc.).

For a private company (Pte Ltd): The law is more flexible. The secretary must be ordinarily resident in Singapore, but does not need to hold a specific qualification as long as they are capable of performing the role. In practice, most professional secretaries for private companies are qualified accountants, lawyers, or corporate services professionals.

Important restrictions:

• The sole director of a company cannot also be the company secretary (a different person must hold each role)
• A company secretary cannot be a corporation

Can a Shareholder or Director Be the Company Secretary?

Yes, in most cases. A director or shareholder can serve as the company secretary, provided:

• They are ordinarily resident in Singapore
• They are not the sole director (since the sole director cannot also be the secretary)
• They are a natural person (not a company)

In practice, many small private companies appoint a professionally qualified corporate services firm to handle secretarial duties, as this ensures reliable compliance without placing the burden on a director.

How Much Does a Company Secretary Cost in Singapore?

Professional company secretarial services are widely available in Singapore and are generally affordable:

Many incorporation service providers include the first year of company secretarial services as part of their incorporation package.

What Happens If You Don't Appoint a Company Secretary?

If a company fails to appoint a company secretary within the required timeframe, or leaves the position vacant for more than 6 months, the company and every officer in default may be liable for a fine of up to S$1,000 per offence. ACRA may also flag the company for non-compliance, which can affect the company's standing and ability to open bank accounts or enter contracts.

In-House vs Outsourced Company Secretary: Which Is Better?

For most small and medium-sized private companies in Singapore, outsourcing to a professional corporate services provider is the most practical option because:

• It ensures compliance without training an internal staff member
• Professional secretaries stay up-to-date with regulatory changes
• It is cost-effective (typically S$300 – S$800 per year)
• It separates the secretarial role from the directorship role, as required by law

In-house appointment makes more sense for larger companies with complex governance needs or frequent board activity.

 

Frequently Asked Questions

Can I use an overseas company secretary? No. The company secretary must be ordinarily resident in Singapore.

Do I need a company secretary from day one? You have 6 months from incorporation to appoint one, but it is best practice to appoint one at the time of incorporation.

What if my company secretary resigns? You must appoint a replacement within 6 months. The outgoing secretary typically assists with a handover of statutory registers and compliance records.

Does the company secretary have any liability? A company secretary can be held personally liable if they deliberately fail to file required documents or participate in any fraudulent activities. They are an officer of the company and have legal duties.

 

Looking for a qualified company secretary in Singapore? Contact us for a no-obligation quote.