Look, you started a business in Singapore because you saw the opportunity. You’re ambitious. You’re focused on growth, not paperwork.
But here’s the cold, hard truth: Compliance is not optional in Singapore.
Miss one deadline, fail to file one resolution, and you could face crippling fines from ACRA. Worse, you waste precious time dealing with bureaucracy instead of making money.
That’s where the Corporate Secretary comes in.
It’s not just a person who signs forms. It’s the single most critical compliance backbone your company needs to survive and scale legally.
I know what you’re thinking: “Is this just another hidden cost?”
No. It’s a mandatory investment that buys you peace of mind and legal security.
Corporate Secretary Services in Singapore: The Complete Guide for Business Owners (2025 Edition)

This complete, corporate secretary guide for 2025 cuts through the legal jargon. We’ll show you exactly what you need, what the true corporate secretary cost Singapore is, and how to pick a rockstar service that lets you get back to running your business.
Ready to bulletproof your Singapore company? Let’s dive in.
What Is a Corporate Secretary and Why It Matters
Let’s be clear. A Corporate Secretary is not just an administrative assistant. They are your company’s compliance engine.
Think of them as the Chief Governance Officer who speaks fluent ACRA.
The Law You Cannot Ignore
The Singapore Companies Act is crystal clear: You MUST appoint a qualified Corporate Secretary within six months of your company’s incorporation.
Why six months? Because ACRA gives you a grace period to get your governance house in order. If you fail to do this, you are already operating illegally. And that’s a nightmare you don’t want to face. We’ve seen penalties for not appointing a company secretary in Singapore crush the momentum of promising startups.
The Role: Compliance, Not Clerical Work
Their job is simple: Keep your company out of legal trouble.
The Corporate Secretary acts as the official bridge between your Board of Directors, your shareholders, and the regulator (ACRA).
Here’s a quick snapshot of what they do every single day:
| Area | Corporate Secretary Responsibility | Real Examples of Tasks |
|---|---|---|
| Compliance | Ensures adherence to the Companies Act. | Filing Annual Returns (AR) and financial statements with ACRA. |
| Governance | Supports the Board of Directors and stakeholders. | Preparing notices, agendas, and minutes for Board and Shareholder meetings (AGMs/EGMs). |
| Maintenance | Keeps the company’s statutory records accurate and up-to-date. | Maintaining the Register of Directors, Shareholders, and Charges. |
| Filings | Handles all corporate changes and resolutions. | Filing changes in directorships, registered office address, and company name. |
Legal Requirements and Qualifications You Need to Know
You can’t just appoint your cousin who lives in Kuala Lumpur. ACRA has strict rules for who qualifies. Get this wrong, and the appointment is invalid.
The Two Non-Negotiables
If you are setting up a private limited company, pay attention to these two rules:
- The Residency Rule: Your Corporate Secretary must be ordinarily resident in Singapore. This means a Singapore Citizen, Permanent Resident, or a valid Employment Pass holder. No exceptions. This answers the critical question: can a foreigner be a corporate secretary in a Singapore company? Yes, if they are an ordinarily resident natural person.
- The Sole Director Rule: If you are the company’s only director, you cannot also be the Corporate Secretary. This rule is designed to enforce a basic level of corporate check-and-balance. You must hire a separate person or firm. This clarifies the mandate: must a sole director appoint a separate company secretary Singapore.
For the vast majority of SMEs and foreign founders, this is why outsourcing to a professional firm is the easiest solution. They tick both boxes instantly and meet all the ACRA requirements for company secretary residency in Singapore.
Why Professionalism Matters
While a private company secretary doesn’t have to be a lawyer or accountant, hiring someone qualified is just smart business. The company secretary requirements Singapore for private limited company are less stringent than for public companies, but expertise is key.
Why? Because a mistake in compliance is far more expensive than paying a professional fee. A qualified professional knows the game, the loopholes, and the deadlines.
The residency requirement (this trips up a lot of foreign founders):
Your company secretary MUST be ordinarily resident in Singapore.
What does that mean?
They need a physical residential address in Singapore and must be one of these:
- Singapore citizen
- Permanent Resident (PR)
- Employment Pass holder
- Dependent Pass holder (with proper authorization)
Here’s what doesn’t work:
You can’t appoint someone overseas. Even if they’re a qualified corporate secretary in another country. Even if they fly to Singapore regularly. ACRA requires a Singapore-resident secretary, period.
I see foreign entrepreneurs try to work around this all the time. It doesn’t work. You need a local professional.
Qualification requirements depend on your company type:
For private companies (most SMEs and startups):
There’s no mandatory professional qualification. But—and this is important—your secretary still needs to understand Singapore’s Companies Act inside and out.
Appointing your cousin who has no compliance experience? Bad idea. Legal? Maybe. Smart? Absolutely not.
For public companies:
Now we’re talking strict requirements. Your secretary must hold at least one of these:
- Membership in recognized accounting bodies (ICPAS, CPA Australia, ACCA)
- Admission as a lawyer in Singapore
- Membership in SAICSA (Singapore Association of the Institute of Chartered Secretaries and Administrators)
- Graduate Diploma in Company Secretarial Practice
Who CANNOT be your company secretary:
Pay attention to this part. ACRA prohibits:
- Your sole director (if you only have one director, they can’t double-hat as secretary)
- Undischarged bankrupts
- Anyone convicted of certain criminal offenses
- People disqualified by court orders
The penalties for non-compliance are real:
I’m not trying to scare you. I’m trying to save you money.
If you fail to appoint a company secretary within 6 months of incorporation:
- Fines up to SGD 5,000 for the company
- Fines up to SGD 5,000 for each officer in default
- Potential prosecution for continuing offenses
- A compliance strike on your company record
That compliance strike? It shows up during due diligence. Investors see it. Banks see it. Not a good look.
You must file the appointment with ACRA within 14 days.
Same goes for any changes. New secretary? File within 14 days. Secretary resigns? File within 14 days.
Here’s a pro tip most people don’t know:
When you incorporate through a professional firm, they typically include first-year secretarial services in the package. This ensures you’re compliant from day one.
Going solo? Make sure appointing a secretary is on your day-one checklist, not something you remember 5 months later.
For foreign entrepreneurs especially, this is non-negotiable. You can’t serve as your own secretary while managing the company from abroad. You need a Singapore-resident professional handling this role.
The Company Secretary must be a natural person ordinarily resident in Singapore and cannot be the sole director of the company. Hiring a professional service firm is the simplest way to meet both the residency and dual-officer requirements without headache.
What Corporate Secretary Services Typically Include
You need to know what you’re paying for. Most service packages fall into two buckets: the essentials (must-haves) and the value-add (nice-to-haves that save you money).
The Core Statutory Services (The Basics)
These tasks are non-negotiable. If a provider doesn’t include these, walk away:
- Annual Return Filing (AR): Submitting your yearly compliance paperwork to ACRA on time. This is their number one job.
- AGM Preparation: Drafting the necessary meeting documents, resolutions, and minutes for your Annual General Meeting.
- Statutory Register Maintenance: Keeping your Register of Directors, Shareholders, and the Register of Controllers (RoC) constantly updated and audit-ready.
The Value-Add Services (The Profit Boosters)
This is where a great provider shows their worth. They don’t just file forms; they provide administrative support that enables growth. Understanding the mandatory duties of a corporate secretary in Singapore is just the start, the strategic services are what truly differentiate providers.
- Corporate Changes: Handling all filings when you change your address, appoint a new director, or execute a corporate secretary assistance with share transfer Singapore.
- Registered Address: Providing the mandatory local address, which is crucial for foreign entrepreneurs.
- Strategic Advice: Advisory support on corporate governance and structuring your board for fundraising or expansion.
If you are dealing with complex financing or need to manage shareholder movements, you need a provider who can manage the necessary XBRL filing support by company secretary Singapore and other specialized services.
Don’t let compliance slow your momentum. We handle the paperwork so you can focus on scaling your business. Ready to outsource your corporate secretary services? Contact us for a tailored compliance package.
Outsourcing vs In-House Corporate Secretary
Should you hire a full-time employee or use an outsourced company secretary Singapore service? For 99% of SMEs and startups, the answer is screamingly obvious. You need to know the difference between in-house and outsourced company secretary Singapore before you commit.
Why Outsourcing is Your Smartest Play
It all comes down to cost, expertise, and focus.
| Outsourcing Advantage | What It Means for Your Business |
|---|---|
| Massive Cost Savings | You avoid the S$50,000+ annual salary, CPF, and overhead of a dedicated employee. Fixed, predictable fee. |
| Instant Expertise | You get a team of seasoned professionals, not just one person, ensuring 100% up-to-date knowledge on ACRA rules. |
| Compliance Guarantee | Professionals have robust systems and liability insurance. They are contractually obligated to meet deadlines. |
| Scalability | You can add services (like accounting or tax) without the HR hassle of hiring new staff. |
| Focus | Frees up your directors to focus 100% on core business growth and strategy. |
Let me give you some real numbers:
| Factor | In-House Secretary | Outsourced Provider |
|---|---|---|
| Annual cost | SGD 36,000-60,000 | SGD 600-3,000 |
| Expertise breadth | Limited to one person | Access to specialist team |
| Scalability | Fixed capacity | Scales with your needs |
| Technology | You buy and maintain | Included in service |
| Backup coverage | None if they're sick/leave | Always covered |
| Best suited for | Large corporations 100+ staff | Startups and SMEs |
When Not to Outsource
If your company is listed on the SGX, has thousands of shareholders, or runs multi-billion dollar M&A deals every month, then yes, hire an in-house team. Even so, the corporate secretary services bundled with nominee director Singapore package is a popular choice for large foreign subsidiaries due to its simplicity.
For everyone else, outsourcing is the most cost-efficient and reliable path to compliance.
This is the million-dollar question: Should you outsource or hire in-house?
Let me save you some time.
Unless you’re running a large corporation with 100+ employees, outsourcing wins every single time.
Here’s why:
The cost difference is massive:
A full-time corporate secretary in Singapore costs you:
- Salary: SGD 3,000-5,000 per month (SGD 36,000-60,000 annually)
- CPF contributions: 17% on top of salary
- Benefits: Leave, medical, training
- Recruitment costs: If they leave, you start over
- Software and tools: Compliance platforms, filing systems
Total real cost? Easily SGD 45,000-75,000 per year.
Now compare that to outsourcing:
- Startups: SGD 600-1,200 annually
- SMEs: SGD 1,200-2,500 annually
- Complex structures: SGD 2,500-5,000 annually
You’re looking at 90-95% cost savings for most companies.
But cost isn’t even the biggest advantage.
You get a team of experts, not just one person:
When you outsource to a professional firm, you’re not hiring one secretary. You’re getting:
- Senior secretaries with 10+ years experience
- Compliance specialists who track regulatory changes
- Technology teams maintaining digital platforms
- Backup coverage when someone is sick or on leave
- Quality control processes catching errors before filing
One person can’t match that breadth of expertise.
I’ve seen what happens when companies rely on a single in-house secretary who doesn’t know something. They Google it. Or worse, they guess.
With a professional firm, if your primary contact doesn’t know the answer, they consult colleagues who’ve handled similar situations hundreds of times.
Scalability matters more than you think:
Here’s a scenario I see constantly:
- Year 1: Simple company structure, minimal transactions
- Year 2: You raise funding, add directors, issue new shares
- Year 3: You acquire another company, now managing two entities
- Year 4: You expand regionally, setting up subsidiaries
Your compliance needs just 5X’d.
With outsourcing, you simply upgrade your package. The provider scales with you.
With an in-house person? They’re overwhelmed. You need to hire another person or risk compliance failures.
When does in-house make sense?
I’m not going to tell you outsourcing is always the answer.
Consider in-house if:
- You’re a large corporation (200+ employees) with daily compliance activities
- You’re a public listed company with intensive reporting requirements
- You operate in a highly regulated industry requiring constant corporate actions
- Your secretary plays a strategic role in senior management
- You have multiple subsidiaries requiring constant coordination
For these companies, the volume and complexity justify a dedicated team.
Red flags when outsourcing:
Not all secretarial firms are trustworthy. Watch for:
- Prices that seem too good to be true: SGD 300 annual packages? They’re cutting corners somewhere. Probably charging you extra for everything or providing zero real support.
- Unresponsive communication: If they take 3 days to respond during the sales process, imagine how they’ll treat you as a client.
- No clear qualifications: Ask about their team’s credentials. If they can’t provide specific details, walk away.
- “One-size-fits-all” approach: Your business is unique. Providers who don’t ask about your specific needs probably provide cookie-cutter service.
- Hidden fees everywhere: Base package seems cheap, but every email, phone call, and document request costs extra. These add up fast.
- No technology platform: Still using Excel and physical files in 2025? That’s a problem.
Here’s our recommendation:
For 95% of companies, especially startups, SMEs, and foreign-owned entities, outsourcing is the smart financial and operational decision.
You pay a fraction of in-house costs while getting better expertise, built-in redundancy, and scalable support.
Save your limited resources for activities that directly drive revenue. Let the compliance experts handle compliance.

Common Compliance Mistakes That Cost You Money
You hire a secretary to avoid mistakes, right? Still, directors often fall into common traps, even with a provider in place.
Here are the three profit-killers you need to actively avoid:
- The Late Filing Trap: Missing the Annual Return deadline is the biggest rookie mistake. ACRA penalty fees compound quickly. Don’t assume your provider has it covered; confirm the deadline yourself.
- Neglecting Statutory Registers: If you have new investors, transferred shares, or a director quit—your statutory records must be updated immediately. This includes making sure your secretary understands how corporate secretary helps with Register of Controllers (RORC) filing.
- The Address Oversight: Your official registered address must be correctly updated on BizFile+ every time you move. If ACRA sends a notice to the wrong address, you will miss a deadline and incur penalties.
Director Liability Warning: Ultimately, you, the director, are responsible. The fastest way to avoid this liability is by using a firm with a proven track record. This is the whole benefits of using a registered filing agent ACRA Singapore. They know the rules and shoulder the operational risk.
Mistake #1: Missing the annual return deadline
This is the #1 compliance failure in Singapore.
Your company must file its annual return within one month after the AGM. If you don’t hold an AGM, it’s due within 5 months after your financial year-end.
What happens when you’re late:
ACRA doesn’t send warnings. They hit you with composition fines:
- First offense: SGD 300
- Second offense: SGD 600
- Third offense: SGD 1,000+
Plus, your company gets marked with a compliance strike visible to anyone checking your business profile.
When investors or banks see compliance strikes, red flags go up immediately.
How to avoid it:
Set up automated reminders 60 days before your deadline. Better yet, hire a corporate secretary who tracks this automatically and handles filing before you even think about it.
Mistake #2: Not maintaining proper statutory registers
Every Singapore company must maintain registers of:
- Directors and their particulars
- Members (shareholders) and share holdings
- Secretaries
- Charges on company assets
These must be current and available for inspection.
Why this matters:
During due diligence for fundraising or acquisitions, the first thing lawyers request is your statutory registers.
Incomplete or inaccurate registers are deal-killers.
Mistake #3: Failing to document meetings properly
Board meetings and shareholder meetings require proper minutes.
Not optional. Required by law.
Why companies skip this:
“It was just an informal discussion.” “We’re a small company, we don’t need formal minutes.” “We’ll document it later.”
Then “later” never comes.
What happens:
Without proper minutes, you can’t prove what was decided or who approved what.
This becomes critical during:
- Shareholder disputes (who authorized that spending?)
- Litigation (what did the board actually approve?)
- Due diligence (investors want to see governance documentation)
- Tax audits (IRAS may question certain transactions)
How to avoid it:
Never hold meetings without taking minutes. Even informal discussions should be documented via written resolutions. Your corporate secretary should handle this as standard practice.
Mistake #4: Not filing director/shareholder changes promptly
When directors join, resign, or shareholders change, you must update ACRA within 14 days.
Why companies delay this:
“We’ll batch all the updates at year-end.” “We’re too busy to deal with paperwork now.” “Is it really that urgent?”
Yes. It’s that urgent.
The problem:
Outdated ACRA records create confusion about who can legally represent the company.
Banks may reject transactions. Partners may refuse to sign contracts. Regulatory filings get rejected.
And you’re racking up late filing penalties the entire time.
How to avoid it:
Process changes immediately. Don’t wait. A good corporate secretary files updates within 24-48 hours of the change.
Mistake #5: Informal share transfers
Founders often handle early share transactions casually.
“We agreed I’d give you 10% equity.” “Let’s just split the shares 50-50.”
Handshake agreements. Verbal promises. Nothing documented properly.
Why this is dangerous:
Without proper documentation, share ownership disputes arise.
When you try to raise funding, investors discover your cap table is a mess. They’ll force you to clean it up before investing—or walk away entirely.
What proper share transfers require:
- Board resolution approving the transfer
- Signed share transfer instrument
- Updated register of members
- New share certificates issued
- ACRA filing if paid-up capital changes
How to avoid it:
Treat every share transaction—no matter how small—with proper documentation. Your corporate secretary should handle the entire process.
Mistake #6: Directors not understanding their personal liabilities
First-time directors often don’t realize they have personal liability for compliance failures.
Your duties as a director include:
- Acting with reasonable diligence
- Ensuring the company meets statutory obligations
- Avoiding conflicts of interest
- Acting in the company’s best interest
The consequences of breaching these duties:
- Personal fines
- Disqualification from being a director
- Personal liability for company debts in certain situations
- Criminal prosecution for serious breaches
“I didn’t know” is NOT a valid defense.
How to avoid it:
Educate yourself on director’s duties. A good corporate secretary briefs new directors on their obligations and flags potential issues proactively.
The most frequent and costly compliance failures are late filing of Annual Returns, neglecting to update critical statutory registers (like shareholder changes), and failing to correctly update the official registered address on BizFile+.
Cost and Fee Structures in Singapore (2025 Update)
Let’s talk dollars and cents. You need a predictable budget. The good news is that the corporate secretary cost Singapore is highly competitive.
What to Expect to Pay (2025 Benchmarks)
Here are the current industry averages for professional services. This will help you benchmark the best value corporate secretarial services Singapore for SMEs.
| Company Profile | Annual Retainer Cost Range (S$) | Typical Inclusions |
|---|---|---|
| Startup / Small SME | S$450 – S$800 | Annual secretarial maintenance, AGM prep, one AR filing. |
| Growing SME | S$800 – S$1,500+ | All basic services plus unlimited consultation and one to two minor corporate change filings (e.g., director or address change). |
| Complex/Foreign-Owned | S$1,500 – S$3,500+ | Comprehensive package, often bundled with Nominee Director, tax, or accounting services. |
If you are a startup, finding the right corporate secretary services Singapore cost for startups will define your early-stage budget.
Your Pricing Strategy: Fixed Fee is King
We always advise clients: Go for the fixed, annual retainer package.
- Retainer Model: This covers all core services for one predictable fee. This is budget-friendly and stress-free. It covers your annual retainer fee for company secretary Singapore.
- Ad-Hoc Model: This is a trap. Providers charge you every time they lift a finger. You need to know what is the average cost of outsourced company secretary in Singapore and identify hidden costs to avoid with Singapore company secretary. An excessive ad-hoc fee list is the number one red flag.
Hidden Costs You Need to Spot
Always confirm if the following are included in the basic fee: The cost of annual return filing only Singapore company secretary, preparation of AGM minutes, and handling basic corporate changes. If they are extra, you’re paying too much. If you have a company secretarial service for dormant company Singapore cost should be even lower—make sure you aren’t paying for active management.
Stop guessing on costs. Get a transparent quotation today! We offer simple, fixed-fee annual packages that guarantee coverage for all your core statutory needs. Click here for your no-obligation quote.
Corporate Governance and ESG Trends
This is not just about 2025; it’s about future-proofing your business. The role of the Corporate Secretary is shifting from basic compliance to strategic governance.
Governance is Your Competitive Edge
Investors, banks, and large partners are increasingly scrutinizing the governance of even small companies.
Your Corporate Secretary is now the point person for:
- Board Effectiveness: Ensuring the Board is meeting legally, documenting decisions correctly, and managing conflicts of interest.
- ESG Integration: Businesses are now seeking ESG reporting support for non-listed companies Singapore secretary. This is the new gold standard for reputation and securing capital.
Why care? Because solid governance, often guided by corporate governance advisory services Singapore for SMEs, attracts premium valuations and minimizes your legal risk during due diligence.
Quick Answer:
Modern corporate governance extends beyond simple filing. Your secretary is a key advisor who helps implement best practices, manage board effectiveness, and track initial ESG metrics, which is crucial for attracting investment and reducing regulatory risk.
Technology and Digital Tools in Secretarial Services
If your provider is still using paper files and relying on snail mail, they are living in 2005. Technology should make your life easier.
Seamless Digital Compliance
Look for a provider who is leveraging the following:
- BizFile+ Mastery: They should be experts at e-filing everything through ACRA’s digital system.
- Cloud-Based Registers: Your statutory registers, minutes, and resolutions should be accessible 24/7 on a secure, encrypted platform.
- Virtual Meetings: They should be able to facilitate legally sound virtual AGMs and Board meetings—perfect if you have foreign shareholders or directors scattered across the globe.
Seek out providers offering digital corporate secretarial services with virtual AGM support Singapore. This technology is a game-changer for efficiency and cross-border operations.
The best corporate secretarial services use secure, digital platforms for 24/7 access to statutory records and are experts at ACRA’s mandatory e-filing via BizFile+. This technology is essential for foreign shareholders who need to manage their company remotely.
Read also: [2025 Guide] How to Start a Business in Singapore as a Foreigner
How to Choose the Right Corporate Secretary Services Provider
Picking the wrong provider is like hiring a cheap lawyer, it costs you more in the end. This is a critical decision. You need the corporate secretarial service packages Singapore comparison to make an informed choice.
Use this simple, 4-point checklist before you sign anything:
- Proven Expertise: Do they have a qualified team (accountants, chartered secretaries)? How many companies have they served?
- Responsiveness (The Time Test): Send them an email with a complex question. How fast do they reply?
- Transparent Pricing: Is the annual fee truly all-inclusive?
- Tech Stack: Do they use modern, secure software?
Pro-Tip for Foreign Founders
If you are incorporating from overseas, choosing a firm that offers the full suite is non-negotiable. Look for the best corporate secretary services for foreign entrepreneurs Singapore that can seamlessly combine corporate secretary services bundled with nominee director Singapore and accounting. This dramatically simplifies your operations.
Don’t settle for slow service or hidden fees. We provide award-winning compliance support tailored for scaling SMEs and foreign firms.
We can help you get started with zero fuss. Contact us now.
How to Change or Remove a Corporate Secretary
Sometimes, it just doesn’t work out. Bad communication, missed deadlines, or rising costs are common triggers for a change. You need to know how to change or remove a company secretary in Singapore BizFile+ legally and swiftly.
The Simple, Three-Step Change Process
- Find Your New Partner: Secure your new, qualified company secretary in Singapore.
- Board Resolution: The directors pass a resolution to remove the old secretary and appoint the new one.
- File via BizFile+: The change is lodged with ACRA via the process for filing change of company secretary Singapore. The entire step-by-step guide to appointing a corporate secretary Singapore is usually handled by your new professional agent.
Common Pitfalls and Continuity
The hardest part is the handover. You must ensure the new provider receives all the documents needed to change company secretary in Singapore (statutory registers, minutes, etc.). If you are concerned about poor records, ask your new provider to conduct a health check immediately. You need to know what happens to statutory records when changing corporate secretary to prevent future penalties. This entire process, including the handover, should not drag. Ask your new firm how long does it take to change company secretary ACRA.
Stop Worrying About Compliance. Start Growing.
You need an expert partner who guarantees total compliance confidence (ACRA, IRAS, and MOM regulations), is powered by innovative technology (digital records, e-signing, cloud platforms), and most importantly, is invested in your growth (providing strategic advice and scalable solutions).
This video features the founder of the firm sharing insights on common business challenges and comprehensive support.
Your Compliance & Growth Engine
At Bizsquare Accounting, we don’t just process paperwork. We provide end-to-end corporate services designed for the ambitious entrepreneur:
- Fixed-Fee Transparency: No surprises. Our packages are designed to cover all your core compliance needs, helping you control the corporate secretary cost Singapore.
- Total Peace of Mind: We are an ACRA-registered filing agent with decades of experience, ensuring every document, resolution, and Annual Return is filed correctly and on time.
- Integrated Solutions: Why hire three firms when you can hire one? We seamlessly bundle your Corporate Secretary, Accounting, Tax, and Nominee Director services. This integrated approach is especially crucial for foreign entrepreneurs and startups looking for simplicity.
Stop wasting time searching for the answers to how to change or remove a company secretary in Singapore BizFile+ or navigating confusing fee structures. Let us handle the complexity.
Your time is better spent closing deals and scaling your business.
Ready to partner with the experts?
Click here to secure your compliant future with Bizsquare Accounting today.
Frequently Asked Questions (FAQ)
1. What is a Corporate Secretary and why do I need one in Singapore?
A Corporate Secretary is an officer responsible for the administrative and statutory compliance of a company. Every company incorporated in Singapore must appoint a Company Secretary within six months of its incorporation.
The role is crucial for:
- Ensuring ACRA compliance: Filing Annual Returns (AR), updating company records, and meeting all statutory deadlines.
- Maintaining statutory records: Keeping and updating the Register of Directors, Shareholders, and Minutes.
- Advisory: Providing guidance on corporate governance and regulatory changes.
2. What are the legal requirements for a Company Secretary in Singapore?
The Company Secretary must be a natural person and ordinarily resident in Singapore. This generally means a Singapore Citizen, Permanent Resident, or a holder of a valid Employment Pass/EntrePass/Dependent Pass.
Crucially, the sole director of a company cannot also be the Company Secretary.
3. What happens if I fail to appoint a Company Secretary on time?
Failing to appoint a Company Secretary within the statutory six-month grace period, or leaving the position vacant for more than six months, is a breach of the Companies Act.
This non-compliance can lead to:
- Fines: Directors may face a fine of up to S$1,000 for the breach.
- Prosecution: Repeated or serious breaches of compliance can lead to prosecution by ACRA.
4. What is the typical cost of outsourcing Corporate Secretarial Services?
Outsourcing is often a cost-effective alternative to hiring an in-house employee.
While prices vary based on the company’s complexity and the services included, the typical annual charge for standard corporate secretarial services in Singapore ranges from S$300 to S$1,500. Be sure to check what is included—such as the mandatory ACRA filing fee (S$60)—and what is charged as an add-on (e.g., non-routine filings or changes to directors/shareholders).
5. What should I look for when choosing a Corporate Secretarial provider?
Beyond price, you should assess the provider’s ability to ensure total compliance and their use of modern technology:
- Compliance Expertise: Look for a Registered Filing Agent with a strong track record of meeting ACRA, IRAS, and MOM deadlines.
- Technology & Efficiency: Choose a provider that uses digital solutions for secure document storage, e-signing, and automated deadline tracking to streamline your compliance work.
- Growth Investment: The best partner should offer advisory support that goes beyond mere filing to help you make smarter business decisions and scale profitably.
6. What exactly are “Statutory Records” and why is their handover critical?
Statutory Records are the official, legally mandated documents that track your company’s core structure and history. They are the institutional memory of your company and must be kept up-to-date at your registered office.
Critical records include:
- Statutory Registers: Register of Members (Shareholders), Directors, Secretaries, and Controllers (beneficial owners).
- Minute Books: Records of all Board and Shareholder Resolutions and Meetings (e.g., AGMs, EGMs).
- Incorporation Documents: The company’s Constitution and Certificate of Incorporation.
A poor handover of these records (e.g., records are missing or inaccurate) is serious because they are required by law and are the basis for all future ACRA filings.
7. What are the specific penalties for having poor or missing Statutory Records?
Failing to maintain accurate and complete statutory records is a serious offence under the Companies Act.
| Violation | Potential Penalty (per offence) |
|---|---|
| Missing/Improper Records | Fine up to S$5,000 or imprisonment for up to 12 months. |
| Late Filing of Changes | S$50 to S$200 late lodgment fee for ad-hoc changes (e.g., director/address change) filed more than 3 months late. |
| Submitting False/Misleading Info | Fine up to S$50,000 and/or up to 2 years imprisonment. |
| Habitual Default | Repeated non-compliance may lead to the disqualification or debarment of directors and secretaries. |
8. How long does the Corporate Secretary handover process usually take?
A professional transition to a new Corporate Secretary is typically very quick and seamless to avoid compliance gaps.
The process, from selecting a new provider to the full transfer of documents, usually takes 1 to 3 weeks. The exact timeline depends mainly on the responsiveness of the outgoing secretary in providing all statutory registers and records to the new agent.
The change must be officially filed with ACRA via the BizFile+ portal within 14 days of the change taking effect.
9. How can my new Corporate Secretary “conduct a health check” on my records?
The “health check” involves the incoming service provider undertaking a detailed audit of your company’s compliance history and statutory records.
This typically includes:
- Verification of Registers: Cross-checking your physical/digital registers (Directors, Shareholders, etc.) against the public records available on ACRA’s BizFile+ portal to ensure all past changes were correctly filed.
- Compliance Audit: Reviewing your Annual Return (AR) and Annual General Meeting (AGM) history to check for any past late filings or un-lodged resolutions.
- Document Gap Analysis: Identifying any missing or incomplete documents, such as unsigned minutes or resolutions, and advising on corrective actions to bring the records up to date.