The Corporate Secretary

Within 6 months of incorporation, every Singapore Private Limited company must appoint a Corporate Secretary. This is a strict requirement under the Companies Act (Cap. 50).

Who Can Be a Secretary?

• Must be a natural person (not a corporation).
• Must be ordinarily resident in Singapore.
• Crucial Rule: The sole director of a company cannot also act as the Company Secretary.

Unless you have a local partner willing to take on the liability, foreign founders must hire a Corporate Service Provider (CSP) to provide a named secretary.

Duties and Responsibilities

The Corporate Secretary is the backbone of your company's statutory compliance. They are responsible for:

1. ACRA Filings: Updating the Accounting and Corporate Regulatory Authority (ACRA) regarding any changes in company structure, directors, address, or share capital.
2. Maintaining Statutory Registers: Keeping the Register of Directors, Register of Members, and Register of Registrable Controllers (RORC) up to date.
3. Board Meetings & AGMs: Drafting minutes for Annual General Meetings (AGMs) and Extraordinary General Meetings (EGMs).
4. Annual Returns: Ensuring the company files its Annual Return with ACRA on time.

Penalties for Non-Compliance

ACRA is ruthless regarding compliance deadlines. Failing to hold an AGM or file an Annual Return results in immediate late lodgment penalties (starting at S$300 and increasing over time). Persistent failure can result in court summons for the directors.

A good corporate secretary is not just a paperwork filer; they are your early warning system for compliance deadlines.