Company Secretary FAQ

Each Singapore company is required to have a company secretary. The company secretary must be a local person in Singapore who is knowledgeable about Singapore Companies Act.

A company secretary assists with ongoing statutory company matters of the company. Examples include:

• Change of directors, shareholders, etc.
• Maintaining the register of directors and shareholders
• Issuing share certificates and recording transfers of shares
• Maintaining the register of members and debenture holders
• Preparation and submission of the Annual Returns
• Filing of documents and changes with corporate regulatory body

The exact scope of the annual company secretarial retainer service can vary from one service provider to another but it typically includes:

• Providing one qualified person as Secretary of your company as required by Section 171(1A) of the Companies Act.
• Attending to routine secretarial matters of the company such as first board meeting, annual general meeting, affixation of common seal, providing company biz profile records.
• Safekeeping, updating, and maintaining registers, minutes book, and other statutory records.
• Reminding you of the various statutory compliance dates

Most of the service providers charge for secretarial matters of non-routine nature on a per request basis. Examples include:

• Increase of paid-up capital
• Change of shareholding
• Change of M&A
• Change of directors
• Opening of additional bank accounts
• Change of registered address

To be a Singapore company secretary, one has to fulfil two categories:
1. be a natural person and
2. have the requisite qualifications and experience to fulfil the role of a company secretary

1. Be a natural person
In the eyes of the law, the following people may fulfil the requirement to be ordinarily resident or a natural person in Singapore.
•a Singaporean i.e. Singapore citizen
•a Singapore Permanent Resident
•a person who has been issued a Singapore Employment Pass

2. Have the appropriate qualifications and experience
According to Section 171(1) of the Companies Act, a natural person who meets the following requirements can be your Singapore company secretary:
•the requisite qualifications and experience to fulfil the role of a company secretary and
•knowledge of the Singapore Companies Act

This means that a private limited company in Singapore is not required to appoint a chartered secretary or a company secretary certified by the Institute of Chartered Secretaries and Administrators (ICSA) as its company secretary.

However, the appointed company secretary must:

• be a natural person i.e. one of the following:

◦ Singapore citizen,

◦ Singapore Permanent Resident, or

◦ person with a Singapore Employment Pass;

• have knowledge of the Singapore Companies Act;

• the requisite qualifications and experience to fulfil the role of a company secretary