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Changing Your Company Secretary in Singapore: A Comprehensive Guide

Corporate Secretary

If you find yourself dissatisfied with your company’s current corporate secretary in Singapore, encountering communication issues, or facing difficulties in crucial tasks like issuing new shares, it might be the right time to consider a change. Fortunately, the process of changing a corporate secretary is not only possible but relatively straightforward under the Companies Act.

Steps to Change Company Secretary in Singapore:

Selecting a New Corporate Services Provider (CSP): The first crucial step is to find a new company secretary. Choosing a reputable corporate services provider will help address the gaps and challenges you faced with your previous secretary.

Drafting Resolutions and Documents:

  • Draft a resolution of the directors, encompassing the resignation of the previous company secretary and the appointment of the new one.
  • Request a resignation letter from the outgoing secretary.
  • Prepare and sign Form 45B, indicating the new secretary’s consent to assume the duties and responsibilities for the private company in Singapore.

Filing Documents with ACRA:

Once the necessary documents are prepared and signed, they must be filed with the Accounting and Corporate Regulatory Authority (ACRA).

Transition and Due Diligence:

  • The new secretary can initiate the transfer of all necessary documents from the previous Corporate Services Provider (CSP).
  • Conduct due diligence to ensure the proper handover of all required documents.

Additional Considerations Before Changing Company Secretary in Singapore:

Critical Role of the Company Secretary:

  • The company secretary holds a crucial position among company officers, along with directors and shareholders.
  • The CSP often handles annual return preparation and filing and may act as the public accountant for the private limited company.
  • Responsibilities include ensuring proper filing of company documents with Singapore regulatory bodies.

Financial Year End Caution:

  • Changing the corporate secretary around the company’s financial year end can be challenging.
  • Caution is advised due to the critical role the secretary plays in filing necessary documents, especially during the financial year end.

Director as Corporate Secretary:

In addition to appointing a new external company secretary, a director can also assume the role of corporate secretary, provided they are not the sole director of the company.

Procedure for Company Secretary Resignation

When a company secretary decides to resign, a specific procedure should be followed. The steps include:

The resigning company secretary must provide a resignation letter to the company’s board of directors.

The board of directors is required to pass a board resolution concurring with the corporate secretary’s resignation.

The company is obligated to file a cessation of secretary with ACRA within 14 days of the secretary’s resignation.

Procedure for Secretary Removal from Office

In cases where the company wishes to remove the secretary from office, certain steps need to be taken. The process often begins with requesting the secretary to resign voluntarily. However, if the company secretary does not cooperate, the company may need to take more assertive measures.

Typically, a board resolution can be employed to remove a company secretary from office. Once the resolution is passed, the cessation of the company secretary must be filed with the Accounting and Corporate Regulatory Authority within 14 days.

FAQs about Appointing a Company Secretary in Singapore: Understanding the Legal Framework and Requirements

Q1: Is it mandatory for Singapore companies to appoint a company secretary, and if so, within what timeframe?

Yes, it is compulsory for Singapore companies to appoint a company secretary within six months of incorporation. This requirement is mandated by the Accounting and Corporate Regulatory Authority (ACRA) through the Companies Act. 

Q2: What is the significance of the compulsory appointment as per the Companies Act?

The compulsory appointment underscores the critical role that company secretaries play in facilitating reporting and administrative functions, ensuring the company’s adherence to regulatory standards. 

Q3: What core responsibilities does Section 171 of the Companies Act outline for a company secretary?

Section 171 outlines fundamental responsibilities, including overseeing share transfers, managing member registrations, filing annual returns, and recording/filing board resolutions. The company secretary, as per this legal framework, serves as a linchpin in supporting directors and safeguarding compliance with regulations.

Q4: What criteria must be considered before appointing a company secretary?

Before appointment, it’s essential to consider specific criteria outlined in Section 171. The selected candidate must be a natural person and a Singapore resident, ensuring intimate familiarity with the legal and regulatory landscape. 

Q5: Does the residency requirement for a company secretary go beyond citizenship?

Yes, the residency requirement extends beyond citizenship to include Singapore citizens, Permanent Residents, and Entrepreneur Pass holders (Singapore EntrePass). This inclusivity ensures that the appointed company secretary is well-versed in local regulations and a committed resident within Singapore’s constitutional bounds. 

Q6: Are there any exceptions to the appointment rules for private companies with a sole shareholder or director?

Private companies have the flexibility to appoint any qualified corporate secretary candidate who holds a SingPass and permanently resides in Singapore. However, an exception exists for a company with a sole shareholder or director, as the sole representative cannot simultaneously serve as the company secretary. 

Q7: How does the Companies Act address the issue of integrity when appointing a company secretary?

Directors must exercise caution and refrain from appointing individuals with a debarment order issued by the Registrar. This measure aligns with the regulatory commitment to ensuring integrity within corporate governance. 

Q8: What is the time limit stipulated by Section 171 for leaving the position of a company secretary vacant?

Section 171 stipulates that the position of a company secretary cannot be left vacant for more than six months at a time. This emphasizes the continuous need for a dedicated company secretary to uphold the regulatory framework and assist directors in their duties. 

Q9: What are the expertise and experience requirements outlined by the Singapore Companies Act for a company secretary?

The Act specifies that a potential candidate must be a registered filing agent or a qualified individual with three to five years of experience to be considered for a secretary role in a public company. 

Q10: Besides experience, what additional qualifications are recognized for a company secretary as per the Act?

The Act recognizes qualifications such as being a public accountant under the Accountants Act or meeting the standards stated in the Legal Profession Act. Membership in professional institutes, including the Singapore Association of the Institute of Chartered Secretaries and Administrators, Certified Public Accountants of Singapore, the ICA (Institute of Company Accountants), or the Association of International Accountants, is also recognized.