Every Singapore company must appoint a company secretary within six months of incorporation, and the position cannot stay empty for more than six months at a time. Many founders and overseas head offices treat this as a box to tick. Then a funding round, an acquisition or an ACRA notice arrives, and it turns out the box was holding up the whole company.
Who can be a company secretary
- The secretary must be a natural person who lives in Singapore.
- A director can also be the secretary, unless they are the company’s only director.
- For a private company, the directors must be satisfied that the person has the knowledge and experience for the role. Public companies need a formally qualified secretary.
- Anyone providing the service as a business must be registered with ACRA as a corporate service provider, and must carry out customer due diligence on the companies they act for.
What the role covers
Keeping the company’s records. That means the constitution, minutes and resolutions, and the statutory registers, including the registers of registrable controllers, nominee directors and nominee shareholders. The registers of members and directors of a private company are kept electronically by ACRA, so they are only as accurate as the filings made.
Documenting decisions. Appointing a director, opening a bank account, issuing shares, approving accounts, declaring a dividend: each needs a properly worded resolution, passed by the right people. A filing made without the resolution behind it is the most common defect we find in company records.
Filing changes with ACRA. Changes to directors, their particulars, the registered office or the company’s activities must be filed, generally within 14 days. Share allotments and transfers are filed too, and transfers need stamp duty paid first.
Running the annual cycle. For a private company:
- Financial statements are prepared after the financial year end.
- An annual general meeting is held within six months of the year end, unless the company sends its financial statements to shareholders within five months and so qualifies to skip it.
- The annual return is filed with ACRA within seven months of the year end.
Late filings attract penalties, and repeated defaults can lead to enforcement against the directors or to ACRA striking the company off. If that has already started, see what to do about an ACRA strike-off notice.
Supporting corporate events. Funding rounds, option plans, share transfers, new share classes, changes to the constitution, loans and charges, and eventually a sale all run through the company secretary’s records. See setting up an ESOP and what investors’ lawyers ask for.
What the role does not cover
The company secretary does not prepare the accounts, file tax returns or give legal advice on a transaction. In practice the work overlaps constantly. The annual return needs the financial statements. A share issue changes the books. This is why having one firm do both tends to produce fewer mismatches.
Doing it yourself
A founder who lives in Singapore can act as secretary of their own company, provided there is a second director. The usual problems are filings made online with no resolution on file, shares issued without shareholder authority, and deadlines missed in a busy quarter. None of these shows until someone audits the records, which is normally an investor’s lawyer.
Incorporating now? Our Founder Setup package includes a named company secretary, with the registers and first resolutions done properly from day one.
What good looks like
- You get a calendar of the year’s deadlines at the start, and reminders before each one.
- Resolutions arrive ready to sign electronically, usually within a day or two of your request.
- Your registers and cap table match ACRA’s records at any time, not only after a clean-up.
- Someone tells you what a decision needs before you take it, not after.
If that does not describe your current arrangement, moving is straightforward. See how to switch your company secretary in Singapore.
Need a company secretary who answers?
Futurebooks has acted as company secretary for venture-funded startups and Singapore subsidiaries of international groups since 2010. We can add a registered office, a resident director and your accounting, so one team holds the whole compliance calendar. Talk to us.
This article is general information, not legal advice. Based on the Companies Act 1967, the Corporate Service Providers Act 2024 and ACRA guidance as at November 2026.