In Singapore’s corporate ecosystem, the role of a Corporate Secretary (also known as a Company Secretary) is essential—not optional. More than just handling paperwork, the corporate secretary is a compliance officer, governance advisor, and administrative backbone of any registered business entity.
In this article, we explore:
- What is a corporate secretary
- Statutory & legal foundations in Singapore
- Roles and responsibilities
- Recent regulatory changes and trends
- Why your company needs one
What Is a Corporate Secretary?
A Corporate Secretary is a key officer appointed by a company to ensure legal, regulatory, and governance compliance. All companies in Singapore are required to appoint at least one qualified secretary within six months of incorporation.
The individual must be:
- A natural person (not a corporation), and
- Ordinarily resident in Singapore (Citizen, PR, or valid work pass holder)
Importantly, if a company has only one director, that person cannot serve as both the sole director and the company secretary. This ensures independent oversight of corporate governance functions.
Statutory & Legal Foundations of Corporate Secretary in Singapore
Requirement Under the Companies Act
The requirement to appoint a company secretary is embedded in the Singapore Companies Act. The act mandates that all companies must:
- Appoint a secretary within 6 months of incorporation
- Ensure the secretary is qualified, experienced, and not disqualified
- Keep the position from being vacant for more than 6 months
Failure to comply with these rules may result in penalties for the company’s directors and possible enforcement action.
Roles and Responsibilities
The corporate secretary’s role extends beyond administrative tasks. Their work is integral to the smooth and lawful operation of the company.
Compliance & Statutory Filings
- Ensure timely filing of Annual Returns, changes in company structure, directors, and shareholders with the authorities
- Maintain and update statutory registers (e.g. register of directors, shareholders, charges, allotments)
- Safeguard and prepare company resolutions and minutes
Board & Shareholder Meeting Support
- Schedule and issue notices for board and general meetings
- Prepare agendas, record minutes, and ensure procedural compliance
- Advise directors on voting requirements and quorum rules
Corporate Governance Advisory
- Advise the board on compliance with corporate laws and best practices
- Support the implementation of policies on conflicts of interest, ethics, and internal controls
- Help the company adapt to changing governance expectations
Shareholder Relations
- Manage shareholder communications and notices
- Support processes for issuing dividends, share transfers, and changes in share capital
- Assist with Annual General Meetings (AGMs) and Extraordinary General Meetings (EGMs)
Support in Corporate Transactions
- Assist with corporate restructuring, mergers, acquisitions, and capital adjustments
- Ensure proper documentation and resolution tracking
- Maintain confidentiality and safe custody of sensitive corporate records
Recent Regulatory Changes & Trends
In recent years, the scope of the corporate secretary’s role has expanded in light of regulatory developments and evolving expectations:
- Increased Compliance Scrutiny: Companies are expected to maintain up-to-date records and adhere strictly to regulatory filing deadlines.
- Digital Governance: E-filing systems and digital registers are now standard. Corporate secretaries must be proficient in online platforms like BizFile+.
- Transparency Requirements: Laws such as those related to the Register of Registrable Controllers (RORC) and nominee disclosures have heightened expectations for accuracy and disclosure.
- Corporate Service Provider (CSP) Regulations: Licensed CSPs now need to adhere to stricter rules for due diligence, AML/CFT compliance, and professional standards.
- Greater Advisory Expectations: Boards increasingly rely on corporate secretaries not just for filing duties, but also for advising on compliance risks, internal controls, and governance improvements.
Why Do You Need a Corporate Secretary in Singapore?
✅ It’s Mandatory
All companies must appoint a qualified corporate secretary within 6 months of incorporation. This is a legal requirement—non-compliance can result in fines and enforcement action.
✅ Ensures Smooth Operations
The corporate secretary handles essential tasks such as regulatory filings, board coordination, AGM preparation, and statutory record-keeping.
✅ Supports Governance and Risk Management
A skilled secretary acts as an internal advisor, helping the board avoid common compliance pitfalls and ensuring decisions are made following the correct processes.
✅ Ideal for Foreign-Registered Companies
Foreign entrepreneurs and expanding businesses benefit greatly from a local secretary who understands Singapore’s regulatory landscape and ensures all filings and resolutions are in good standing.
✅ Maintains Corporate Integrity
With accurate record-keeping, timely filings, and proper documentation, the corporate secretary helps the company stay audit-ready and transparent to stakeholders.
A professional corporate secretary is more than an administrative function—they are a compliance partner who keeps your company safe, structured, and well-governed.
Let Ei-Biz handle your corporate secretarial needs.
From incorporation support to ongoing statutory compliance, we ensure your business stays in good legal standing.
Get in touch with us today for a free consultation.
Frequently Asked Questions (FAQs)
1. Can the same person be both the director and corporate secretary?
Only if the company has more than one director. If there is only one director, that person cannot act as the company secretary. This is to ensure an independent oversight function.
2. What qualifications must a corporate secretary have?
The corporate secretary must be:
• A natural person (not a company)
• Ordinarily resident in Singapore (Citizen, PR, or Employment/EntrePass holder)
For public companies, additional qualifications and certifications are required under the law.
3. What happens if I fail to appoint a corporate secretary?
Failure to comply with corporate secretarial requirements (e.g., delayed appointment or vacancy over 6 months) may result in penalties, fines, and enforcement actions against company officers.
4. What are the key compliance filings the secretary handles?
A corporate secretary ensures timely submission of:
• Annual Return (AR) to ACRA
• Board resolutions and company changes (e.g., directors, shareholders)
• Maintenance of statutory registers
• Filing of Register of Registrable Controllers (RORC)
5. Can foreigners be appointed as corporate secretaries?
Foreigners cannot act as corporate secretaries unless they are residents of Singapore with the right work passes. All corporate secretaries must be ordinarily resident in Singapore.
6. What’s the difference between a freelance secretary and using a CSP like Ei-Biz?
Corporate Service Providers (CSPs) like Ei-Biz are licensed and regulated by ACRA. They provide:
• Dedicated compliance expertise
• AML/CFT due diligence
• End-to-end support for filings, documentation, and registers
Using a licensed CSP ensures higher accountability and compliance assurance.
7. Do I need a secretary if I’m not actively running the company?
Yes. Even dormant or inactive companies must maintain a corporate secretary to:
• File statutory returns
• Keep registers updated
• Comply with Singapore’s regulatory framework
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