Roles of a Corporate Secretary in Singapore

All companies incorporated in Singapore are mandated by law, to have a named individual to be sitting on board as a company secretary. The roles of a company secretary are mainly to ensure that the company meets with all regulations and compliance matters as set out by law and Accounting and Corporate Regulatory Authority (ACRA). Failure to do so will result in penalties, and in serious cases imprisonment.

As this is a critical role in the functions of a company, most companies choose to engage the services of a professional corporate secretarial firm. There are many service providers out there in the market. Thus, choosing one that is suitable for your company’s operations is crucial.

ACRA regulations

All companies have to appoint a corporate secretary within six (6) months of its incorporation. The corporate secretary must be someone who is a resident in Singapore, meaning a Singapore citizen, Singapore Permanent Resident (PR), or EntrePass holder. In layman terms, that named individual must be residing physically in Singapore.

In certain cases, a corporate secretary may be legally liable for any failures in compliance matters as set out by ACRA. Directors can be the corporate secretary as well, so long as there is more than one director in the company. This is in accordance with section 171(1E) of the Companies Act, sole director in a company is disallowed to be a corporate secretary in the company.

Requirements to be a Corporate Secretary

Needless to say, a corporate secretary has to be competent in his or her duties. As stated in section 171(1AA) of the Companies Act, a corporate secretary in a public company have to fulfill at least one of these requirements:

  • Has been acting as a corporate secretary for a minimum of three (3) in the five (5) years immediately, before his or her appointment as a corporate secretary in the public company.
  • A Qualified Individual defined in the Legal Profession Act.
  • A public accountant registered under the Accountants Act.
  • A member with the Institute of Certified Public Accountants of Singapore (ICPAS).
  • A member with the Singapore Association of the Institute of Chartered Secretaries and Administrators (SAICSA).
  • A member with the Association of International Accountants (AIA) (Singapore branch).
  • A member with the Institute of Company Accountants, Singapore (IComA).

Some companies will choose to have their own associates, or friends, or family members to take up corporate secretary role for them, so long as they are qualified as set out by the above guideline.

Services provided by Corporate Secretaries

The duties and services done by corporate secretaries are mainly in relation to compliance matters. The services provided are as below but are not limited to:

  • Update and file documents with ACRA.
  • Maintaining an updated statutory register.
  • Preparing meeting minutes and documents required for an Annual General Meeting (AGM).

The difference between a normal corporate secretarial firm and a competent one is that a good corporate secretarial firm will provide additional services. These will help to facilitate the smooth operation of your business and also the incorporation process. They are but not limited to:

  • Nominee director services
  • Bookkeeping and taxation matters consultancy
  • Legal matters advisory

There are more services that may or may not be stated explicitly on their websites, but it will be advisable to ask them directly. Corporate secretarial firms which are providing such additional services are usually the ones more reliable and competent.

A good corporate secretary is an invaluable asset to the company as they can take on additional roles as well. Such as providing advice to directors in the company, in areas of legal or compliance-related matters.

Can I choose not to engage a corporate secretarial firm

There are no written regulations from ACRA that state you must engage a corporate secretarial firm to execute corporate secretarial work for your company. However, some of the companies may not see the value of engaging a professional corporate secretary. This is commonly known is the ‘Do-It-Yourself’ (DIY) secretary. He or she is just an ordinary member (employee) of the company who is qualified. The selection criteria depend on whether you are a private or public company.

For public companies, he or she must be a qualified individual or registered filing agent with ACRA, stipulated in section 171(1AA) of the Companies Act. There is a set of requirements and you will have to submit an application on ACRA to be considered as a qualified individual or registered agent.

In short, this means that while public companies can avoid engaging a corporate secretarial firm, they have to ensure that these individuals are fully qualified to act as a company secretary in accordance to the qualifications above.

Private companies can appoint anyone with a valid Singpass, meaning ordinarily resident in Singapore, to be their corporate secretary. Define as an individual who has the ‘requisite knowledge and experience to discharge the functions of secretary of the company’ in the Companies Act section 171(1A). They can choose not to engage a professional corporate secretarial firm, instead, they can appoint friends or family members so long as they have a valid Singpass.

Which is a better option?

One of the little benefits of getting such a DIY corporate secretary is savings on the annual fees and other ancillary fees charged by a professional corporate secretarial firm. You probably save some time on doing everything internally within your company, without the need to liaise with an external party as some are usually non-responsive.

However, a DIY secretary may not have the necessary experience and knowledge compared to a professional corporate secretary. A DIY secretary may not be in tune with the latest changes in regulations and compliance matters with ACRA. This may cause a lapse in missing of filing deadlines or gaps in compliance.

Compliance mistakes are usually costly, and they may result in penalties, fines for the company, and in more serious cases, imprisonment for the secretary or directors. They will also risk being barred from being a company’s director or secretary for life.

Public companies are unable to appoint just any individual with a valid Singpass, it is definitely worthwhile to engage a professional corporate secretarial firm. They are equipped with all the qualifications as stipulated by ACRA, and they can ensure that you as a public company, comply with ACRA regulations. This is also true for private companies, to let a professional corporate secretarial firm handle all compliance matters, so you can enjoy peace of mind and focus on your business operations.

So what are the qualities of a good corporate secretarial firm?

Some of the important traits of a good corporate secretarial firm are:

  • Fast and responsive to your queries. 
    • In this fast-paced society, although ample time is usually given for filing of documents with ACRA, there are many business decisions to be taken based on regulations. A responsive corporate secretary will ensure that your company matters are timely settled within the stipulated deadline.
  • Highly organised and details oriented
    • With multiple responsibilities and compliance duties, he or she needs to be able to handle multiple tasks simultaneously.
  • Time management and planning
    • Corporate secretaries have to make sure companies’ filing of documents are in compliance with their deadlines, as such they need to have great time management skills
  • Digitised platform
    • It comes as no surprise that this is one important trait. ACRA has already moved on to the digital platform. All filings can be done online completely. And if you have multiple companies across the world, you may be operating in a time zone that is different from Singapore. So it is crucial to have all your company’s key documents readily available to you via an online platform, twenty-four (24) hours a day.
  • Team of experienced professionals
    • To save you precious time, it will be prudent to engage a corporate secretarial firm which is an all-rounded service provider. This can significantly reduce your stress and time spent running around searching for lawyers, tax consultants, bankers, accountants. You can just deal with one (1) single entity to get all that you need to be done.

Costs involved

Typically most corporate secretarial firms have their prices up on their website. Everything is pretty much transparent. However for ancillary matters such as legal or taxation which is not under their purview, you might want to check with them directly.

Most firms will have an upfront fee for incorporation and other matters, and subsequently, there will be pricing for renewal on an annual basis such as this. The standard duration for every renewal will generally be a 1 year basis.

Significance of hiring a corporate secretary

Engaging a competent corporate secretary is a crucial business decision, it is the first major task that you will need to decide on before incorporating a new company. In the long term, the right corporate secretarial firm will ensure the smooth operation of your company.