Ever wondered what a corporate secretary does and why they’re so crucial for companies in Singapore? Think of them as the unsung heroes behind the scenes, keeping everything in check.

Corporate secretaries are the glue that holds everything together, from ensuring your company stays compliant with the law to organising important meetings and maintaining good governance.

Let’s dive into what is a corporate secretary and why this role is a must-have for any company in Singapore.

Key Takeaways

• Ensure your company stays compliant and organised with a corporate secretary managing governance and administrative tasks.
• Appoint a corporate secretary within six months of incorporation to meet legal requirements and enhance governance.
• Rely on a corporate secretary to handle filings, maintain records, organise meetings, and support compliance.
• A corporate secretary safeguards the company’s interests by ensuring compliance, transparency, and accountability.
• Appoint a qualified Singapore resident or professional who meets the Companies Act requirements.
• Use ACRA’s BizFile+ portal to appoint a corporate secretary and update your company’s official records.
• Transition seamlessly by updating ACRA, notifying stakeholders, and ensuring proper documentation.
• Promote transparency, accountability, and ethical practices to build trust and ensure sustainable growth.

What is a Corporate Secretary?

A corporate secretary in Singapore is like the behind-the-scenes coordinator who keeps your business running smoothly and legally compliant.

This mandatory role, required for all companies, ensures compliance with the Companies Act.

From filing documents and maintaining records to scheduling meetings and advising directors, they help keep everything on track.

In short, a corporate secretary is your trusted partner in running a professional, compliant, and reputable business.

6 Benefits of Engaging a Corporate Secretary For Your Business

Every company must appoint a corporate secretary within six months of the incorporation of company Singapore.

Here are six reasons your company in Singapore needs a corporate secretary:

1. Expert Compliance Management

   • A professional corporate secretary ensures all filings and statutory requirements are handled seamlessly.
   • This not only avoids hefty penalties but also strengthens stakeholder relationships by building trust and ensuring transparency.

2. Time-Saving Efficiency

   • A corporate secretary takes over the administrative load, allowing directors and business owners to focus on strategic growth and operations.

3. Enhanced Credibility

   • A transparent company that meets governance standards builds trust with investors, shareholders, and partners—a reputation a corporate secretary helps maintain.

4. Cost-Effectiveness

   • Outsourcing the corporate secretary role is a budget-friendly option, especially for small and medium enterprises (SMEs), compared to hiring an in-house expert.

5. Up-to-Date Expertise

   • Regulations and governance codes in Singapore are updated regularly, with changes often introduced quarterly or annually to address new business challenges and compliance requirements.
   • A skilled corporate secretary stays ahead of these changes, ensuring your company remains compliant without any disruption.

6. Strategic Guidance

   • Beyond administrative duties, many corporate secretaries now play an advisory role, offering insights into corporate governance and risk management that align with business goals.

Find out how to register a company in Singapore and start your business journey with all the right steps in place.

9 Key Tasks: What Does a Corporate Secretary Do?

Wondering what does a secretary do? While their work often happens behind the scenes, their contributions are essential for maintaining proper governance and keeping the business on track.

Tasks	Description
Filing Statutory Documents	Submitting essential documents like annual returns, director appointments, and changes in shareholding to ACRA. Ensuring all filings are completed accurately and on time to avoid penalties. Keeping track of filing deadlines to maintain compliance.
Maintaining Company Records	Managing registers of directors, shareholders, and company secretaries. Recording changes in company structure or share capital. Storing statutory records securely for audits and inspections.
Organising Meetings	Scheduling and notifying stakeholders about board meetings and AGMs. Preparing meeting agendas and circulating them in advance. Ensuring meetings are conducted according to legal and governance standards.
Preparing Meeting Minutes	Accurately documenting decisions, resolutions, and discussions during meetings. Circulating minutes for approval and filing them in the company’s official records. Ensuring minutes reflect compliance with governance practices.
Advising Directors	Guiding on directors’ roles, duties, and responsibilities. Ensuring directors are aware of their legal obligations under the Companies Act. Offering advice on governance practices and decision-making processes.
Liaising with Regulatory Bodies	Acting as the main contact point for authorities like ACRA and IRAS. Handling queries and resolving compliance-related issues promptly. Ensuring smooth communication between the company and regulators.
Supporting Corporate Changes	Managing share issuance, transfers, and buybacks. Assisting in mergers, acquisitions, or company restructuring. Ensuring all corporate changes are documented and reported to regulatory bodies.
Ensuring Compliance	Keeping the company updated on regulatory changes and new laws. Conducting regular compliance checks to identify potential risks. Implementing procedures to maintain alignment with governance standards.
Fostering Governance Standards	Promoting accountability and transparency within the organisation. Encouraging ethical decision-making and adherence to governance codes. Supporting the board in developing policies that reflect best practices.

9 Legal Obligations and Duties of a Corporate Secretary

Corporate secretaries in Singapore are vital to ensuring companies operate within legal boundaries while fostering trust among stakeholders.

They play a critical role in maintaining compliance with the Companies Act and other regulatory requirements, which is essential for avoiding penalties and safeguarding the company’s reputation. Their responsibilities extend far beyond administrative tasks and paperwork. 

Corporate secretaries are key to implementing and upholding governance frameworks that promote transparency, accountability, and ethical decision-making within the organisation. 

They serve as the link between the company, its board of directors, and regulatory authorities, ensuring smooth communication and adherence to governance standards.

4 Legal Obligations of a Corporate Secretary in Singapore

A corporate secretary ensures the company abides by the law, avoids penalties, and maintains smooth operations.

	Responsibilities
Compliance with the Companies Act	Ensure all statutory requirements under the Companies Act are met. File documents such as annual returns, shareholding changes, and director appointments/resignations.
Maintaining Accurate Records	Keep statutory registers updated, including members, directors, and secretaries. Update company changes promptly in the BizFile+ portal with ACRA.
Facilitating Statutory Meetings	Organise Annual General Meeting (AGM) as required by law. – Record and maintain accurate meeting minutes for compliance.
Acting as a Liaison with Authorities	Communicate with regulatory bodies like ACRA and IRAS. Handle filing and compliance-related processes effectively.
Act in the Best Interests of the Company	Prioritise the company’s interests above personal or external influences. Avoid conflicts of interest and ensure impartiality in decisions.
Ensure Accuracy and Transparency	Provide truthful and complete information in all filings and communications. Maintain transparency with the board, stakeholders, and authorities.
Maintain Confidentiality	Protect sensitive company information from unauthorised access or disclosure.
Promote Accountability and Governance	Support directors and the board in making ethical and informed decisions. Foster a culture of compliance and transparency.
Exercise Due Diligence	Stay updated on legal and regulatory requirements to ensure compliance. Proactively identify and address potential risks to the company’s legal standing.

Who Can Be a Company Secretary in Singapore?

Not everyone can serve as a company secretary. From ACRA’s official website, there are specific criteria to ensure the appointed person is qualified and capable of fulfilling the role:

1. Resident of Singapore

The corporate secretary must be a Singapore citizen, permanent resident, or hold an Employment Pass, EntrePass, or Dependant Pass.

1. Qualified Professional

   • Chartered Secretary Singapore should have the necessary expertise, often demonstrated by being a member of:
   • The Singapore Association of the Institute of Chartered Secretaries and Administrators (SAICSA).
   • The Singapore Institute of Directors.

2. A recognised professional accounting body.

   • Experience Requirements for Public Companies
   • The secretary must have at least three years of relevant experience or appropriate professional qualifications for public companies.

3. No Conflicts of Interest

   • The secretary cannot also serve as the sole director of the company. If there is only one director, a separate person must be appointed as the secretary.

By adhering to these requirements, companies ensure that their corporate secretarial duties are handled by a competent and qualified professional who can maintain compliance and governance.

5 Simple Steps: How to Appoint a Company Secretary in ACRA

Every company must appoint a corporate secretary within six months of incorporation. 

Here’s how the appointment process works through ACRA’s BizFile+ portal:

1. Log in to BizFile+

Access ACRA’s online platform, BizFile+ (No_FollowLink), with your CorpPass credentials.

1. Select “Update Officers”

   • Navigate to the section to update company officers and choose to add a corporate secretary.

2. Enter Details of the Secretary

   • Provide the required information about the appointed corporate secretary, including their name, identification, and qualifications.

3. Submit the Appointment

   • Once all the details are entered, submit the application. The secretary’s details will be reflected in the company’s official records.

4. Confirmation of Appointment

   • Ensure the secretary provides written consent to act as the company secretary, which is required under the Companies Act.

5 Easy Steps: How to Change Company Secretary in Singapore

Changing a corporate secretary in Singapore is straightforward, but it must be done in compliance with the Companies Act.

Here’s how to change the corporate secretary to ensure the transition is smooth and properly documented:

1. Obtain a Resignation Letter

   • Start by getting a formal resignation letter from the outgoing corporate secretary. =
   • This document serves as an official notice of their intent to step down and must be approved by the board.
   • Proper documentation of the resignation ensures transparency and compliance.

2. Appoint a New Corporate Secretary

   • Once the resignation is confirmed, appoint a qualified individual or service provider to take over the role. 
   • The new secretary must meet Singapore’s requirements, such as being a resident or possessing relevant qualifications, and provide written consent to the appointment.

3. Update Records via ACRA’s BizFile+ Portal

   • The next step is to log in to ACRA’s BizFile+ portal to update the company’s official records.
   • Use the “Update Officers” feature to input the outgoing secretary’s details and add the new one.
   • This ensures that the change is recognised and documented by regulatory authorities.

4. Update Internal Statutory Registers

   • After updating ACRA, ensure that your company’s internal statutory registers reflect the change.
   • These registers, including the register of officers, must accurately document the details of the new secretary to stay compliant with legal requirements.

5. Notify Relevant Stakeholders

   • Inform key stakeholders, such as directors, shareholders, auditors, or legal representatives, about the change.
   • Clear communication ensures a smooth transition and keeps everyone updated on the company’s administration.

Make appointing and switching your corporate secretary hassle-free with Grof corporate service provider—let us handle the compliance so you can focus on growing your business!

8 Best Practices for Strong Corporate Governance

Corporate governance is about how a company is run and managed.

It’s a set of guidelines and practices that keep things fair, transparent, and organised.

The goal is to balance the interests of everyone involved—shareholders, management, employees, customers, suppliers, and even the community.

When done right, good corporate governance builds trust, promotes accountability, and helps businesses grow sustainably over the long term.

Best Practice	Description
Regular Board Meetings	Schedule structured and frequent meetings to discuss strategies, performance, and key issues. Record and review minutes to ensure accountability and proper documentation.
Adopting a Code of Conduct	Establish clear guidelines for ethical behaviour and decision-making. Encourage employees and leadership to uphold these standards.
Internal Audits and Risk Management	Conduct regular audits to ensure financial accuracy and compliance. Identify and mitigate risks proactively to protect the company’s interests.
Director Training and Development for Leadership	Provide governance training for directors and senior management. Encourage continuous learning to stay updated on governance trends and regulations.
Transparency and Communication	Share clear, accurate, and timely information with stakeholders. Maintain open communication about the company’s activities and decisions.
Stakeholder Engagement	Actively involve stakeholders to understand their concerns and expectations. Build strong, trust-based relationships with all parties.
Sustainability and Responsibility	Commit to ethical practices that consider environmental and social impacts. Integrate Corporate Social Responsibility (CSR) initiatives into business strategies.
Equity and Fairness	Treat all shareholders fairly, ensuring equal access to company information. Safeguard the interests of minority shareholders.

6 Types of Costs for Corporate Secretary in Singapore

The costs for corporate secretary services can vary based on the service provider and the complexity of the company’s needs.

Service Type	Description	Estimated Cost (SGD)
Appointing a Corporate Se	Initial appointment of a corporate secretary. Filing appointment with ACRA. Maintaining statutory registers and filing annual returns.	300–800 annually
Comprehensive Corporate Secretary Appointment	Includes filing appointments with ACRA. Compliance monitoring and advisory. Preparing AGM and board meeting documents.	800–2,000 annually
Switching Company Secretary	Terminating and appointing a new corporate secretary. Updating ACRA records with changes. Managing handover of statutory documents.	300–1,000 (one-time fee)
One-Time Tasks During Switching	Filing changes (e.g., statutory register updates, late filings if applicable).	50–500 per task
Late Filing Penalties	Penalties for delayed filing of changes in corporate secretary appointments.	50–350 or more per penalty
Additional Complex Tasks	Handling specialised cases (e.g., for companies with multiple shareholders or foreign ownership).	Additional fees, depending on complexity

 

Learn more about Grof’s pricing package for corporate secretarial service in Singapore.

 

Streamline Your Business with Grof’s Corporate Secretarial Services

Grof offers a range of corporate secretarial services in Singapore designed to help local businesses and foreign entrepreneurs maintain compliance, uphold governance standards, and streamline administrative processes. 

1. Comprehensive Compliance Support

   • Grof simplifies the process by handling all your compliance needs.
   • Ensures your company meets all statutory obligations under the Companies Act.
   • Manages filings for annual returns, director appointments or resignations, and shareholding changes.
   • Maintains up-to-date statutory registers and records for easy reference and audits.

2. Effortless Meeting Coordination and Support

   • Effective meetings are the backbone of good governance. Grof ensures your meetings are well-organised and productive.
   • Schedules and coordinates board meetings and Annual General Meetings (AGMs).
   • Prepares and circulates meeting agendas to keep discussions focused.
   • Records accurate minutes to document decisions and maintain accountability.

3. Expert Guidance on Corporate Governance

   • Grof provides expert guidance on navigating governance requirements to keep your business on track.
   • Advises directors on their legal duties and responsibilities.
   • Offers recommendations on best practices for corporate governance.
   • Helps develop policies and frameworks to enhance governance standards.

4. Seamless Support for Corporate Changes

   • When your business evolves, Grof ensures the transition is smooth and compliant.
   • Assists with issuing and transferring shares, share buybacks, and restructuring.
   • Supports company incorporation, mergers, and other major corporate transactions.
   • Handles all necessary documentation and reports to regulatory authorities.

5. Staying Ahead with Compliance Updates

   • Stay ahead of regulatory changes with Grof’s proactive compliance monitoring services.
   • Keeps your company informed about new laws and requirements.
   • Implements procedures to ensure ongoing compliance and mitigate risks.
   • Provides regular updates to help your company adapt to regulatory changes.

6. Switching to Grof’s Corporate Secretarial Services

   • Switching to Grof is simple and seamless, ensuring experts handle your corporate secretarial needs.
   • Manages the transition process, including notifying stakeholders and regulatory authorities.
   • Updates ACRA records to reflect the change in corporate secretary.
   • Reviews and organises your company’s existing records to ensure they’re compliant and up to date.
   • Provides ongoing support to keep your business running smoothly post-transition.

With Grof’s professional expertise, your corporate secretarial tasks are managed seamlessly, freeing you to focus on growing your business. 

Conclusion

A good corporate secretary is key to keeping your business on track and running smoothly in Singapore.

Grof makes it easy with expert services, whether you need help with compliance, governance, or switching to a new secretary.

Ready to simplify things? Contact Grof’s corporate secretarial services in Singapore today, and let us handle the details so you can focus on growing your business!