Running a company in Singapore means staying compliant with stringent legal and regulatory frameworks. One essential requirement is the appointment of a Corporate Secretary. Far more than an administrative figure, the Corporate Secretary plays a pivotal role in ensuring the company operates legally, ethically, and efficiently.

If you’re incorporating a new company or evaluating your current secretarial support, this guide will help you understand what a Corporate Secretary does, why the role is important, and how JSE Offices can assist with reliable, compliant corporate secretarial services.

What Is a Corporate Secretary?

A Corporate Secretary is an officer of a company who ensures that the company complies with Singapore’s statutory and regulatory requirements. They also ensure that the board’s decisions are implemented appropriately and documented accurately.

In Singapore, it is mandatory under the Companies Act for all companies to appoint a Corporate Secretary within 6 months of incorporation. This role cannot be filled by the sole director of a company.

Core Responsibilities of a Corporate Secretary

The Corporate Secretary acts as a governance professional and legal compliance officer. Their duties include:

1. Statutory Compliance

Filing of annual returns with ACRA
Ensuring compliance with the Companies Act
Monitoring filing deadlines and keeping the board informed
Updating company details with authorities when changes occur

2. Maintaining Statutory Records

Register of directors, shareholders, and secretaries
Register of charges and share transfers
Minutes of board and annual general meetings
Company constitution and resolutions

3. Organizing and Recording Meetings

Scheduling and preparing for Annual General Meetings (AGMs) and Extraordinary General Meetings (EGMs)
Drafting resolutions and maintaining minutes
Ensuring proper meeting procedures and documentation

4. Company Governance

Advising directors on their legal responsibilities
Interpreting company policies and constitution
Supporting ethical decision-making and board conduct

5. Communication with Government Bodies

Liaising with ACRA, IRAS, MOM, and other authorities
Managing regulatory correspondence
Handling updates related to company structure, name, or address

Who Needs a Corporate Secretary?

In Singapore, every company, regardless of size or industry, must appoint a Corporate Secretary. This includes:

Private Limited Companies (Pte Ltd)
Foreign subsidiaries and branches
Startups and SMEs
Non-profit organizations

Even businesses that operate entirely online or have minimal physical presence in Singapore must comply with this requirement.

Legal Requirements for Appointing a Corporate Secretary

Singapore’s Companies Act outlines specific requirements for this position:

Timeline: Appointment must be made within 6 months of incorporation.
Eligibility: The Corporate Secretary must be a natural person residing in Singapore (citizen, permanent resident, or valid employment pass holder).
Exclusivity: A sole director cannot be the company’s secretary. If the company has multiple directors, one of them may assume the secretary role if qualified.
Qualification: Public companies must appoint a secretary who meets professional qualifications, such as being a lawyer, accountant, or member of the Chartered Secretaries Institute of Singapore.

Benefits of Outsourcing Corporate Secretary Services

Hiring a full-time in-house Corporate Secretary can be costly and inefficient for many companies. Outsourcing to a professional firm like JSE Offices offers distinct advantages:

1. Expertise and Accuracy

Our Corporate Secretaries are trained professionals with in-depth knowledge of Singapore corporate law. We ensure all filings, updates, and advisory services meet the latest standards.

2. Regulatory Compliance

Avoid fines, penalties, and late fees by ensuring your company meets all statutory obligations on time.

3. Cost Efficiency

Outsourced services are more affordable than employing a full-time secretary. We offer fixed annual packages that include all essential services.

4. Timely Filings and Reminders

We proactively track important deadlines and send you reminders for filings, meetings, and resolutions.

5. Digital Document Management

We maintain all your company records in secure digital formats, accessible when you need them.

What’s Included in JSE Offices’ Corporate Secretary Service

At JSE Offices, our Corporate Secretary services are designed to be comprehensive and compliant. Here’s what our standard annual package typically includes:

✓ Appointment of a Named Secretary

We assign a dedicated secretary registered with ACRA on your behalf.

✓ Preparation of Annual General Meeting (AGM) Documents

We help draft and distribute notices, agendas, and meeting minutes.

✓ Filing of Annual Return with ACRA

We ensure timely and accurate submission to keep your business compliant.

✓ Maintenance of Statutory Registers

We update and manage all statutory books required by law.

✓ Resolutions and Board Meetings

We prepare necessary resolutions for changes in directors, shareholders, company name, address, and share structure.

✓ Advisory on Company Law and Governance

Our team is available to guide you through legal and regulatory questions.

Additional Corporate Services You Can Add

To support your business fully, we also offer:

Company incorporation
Registered address services
Nominee director services
Accounting and tax filing
Business license application

You can bundle services for a seamless and cost-effective business setup and compliance solution.

When Should You Change Your Corporate Secretary?

If you’re currently dissatisfied with your provider, or if your business has grown beyond your existing service’s capacity, it may be time to switch. Signs that it’s time to change include:

Frequent late filings or missed deadlines
Poor communication and delayed responses
Lack of understanding of your business needs
Hidden fees and unclear pricing
Non-compliance issues raised by ACRA

JSE Offices can assist you in making a smooth and seamless transition to a better service.

How to Appoint JSE Offices as Your Corporate Secretary

Step 1: Consultation

Share your company information and business needs with our team.

Step 2: Preparation of Documents

We prepare the board resolution to remove the existing secretary (if any) and appoint JSE Offices.

Step 3: Filing with ACRA

We submit the necessary changes to ACRA and update all records.

Step 4: Ongoing Support

We begin tracking your compliance deadlines and managing your corporate filings right away.

FAQs – Corporate Secretary

Is it mandatory to appoint a Corporate Secretary in Singapore?

Yes. Every company incorporated in Singapore must appoint a Corporate Secretary within 6 months of incorporation.

Can I be the director and Corporate Secretary of my company?

Only if you have more than one director. A sole director cannot also be the Corporate Secretary.

What happens if I don’t appoint a Corporate Secretary?

Failure to appoint one can lead to penalties, enforcement actions by ACRA, and administrative complications.

Can I change my Corporate Secretary later?

Yes. You can replace your Corporate Secretary at any time with a board resolution. We can handle the process for you.

What documents are required to appoint JSE Offices as my Corporate Secretary?

We typically need your company’s business profile, constitution, and identification documents of directors and shareholders.

Final Thoughts

A Corporate Secretary is not just a legal requirement but an integral part of your company’s administrative and governance framework. Their work ensures your business stays compliant, your records are accurate, and your directors are well-supported in decision-making.

Whether you’re incorporating a company in Singapore or re-evaluating your current secretary service, JSE Offices offers the experience, responsiveness, and reliability you need.

Get in touch with JSE Offices today to explore our Corporate Secretary packages and ensure your business is compliant and future-ready.