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Corporate Secretary 101

A quick start guide to Working with a Corporate Secretary in Singapore

(10 min read)

In this guide, we’ll cover everything you need to know about working with a corporate secretary in Singapore. Read on to learn about the important role a corporate secretary will play in your company’s success.

 

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1. Introduction

When you incorporate a company in Singapore, you’re required to appoint a corporate secretary—someone who keeps your company compliant with Singapore legislation.

At first, that might sound simple enough. But if you’re a startup founder who’s new to the world of corporate governance and regulation, appointing and working with a corporate secretary can be a daunting process. Read on to learn about the wide range of tasks involved in corporate governance and how your corporate secretary can contribute to your company’s success.
 

What is a Corporate Secretary?

Corporate secretaries oversee a wide range of compliance, financial, filing, and administrative tasks throughout the year. They maintain key records, like company resolutions and accounts. Put simply, a corporate secretary is jointly responsible with company directors for the company’s compliance with the law. 

The Role of the Corporate Secretary in Singapore

For most companies in Singapore, compliance means complying with guidelines from ACRA and IRAS. On a day-to-day basis, this translates into a wide array of business-critical tasks. A corporate secretary’s responsibilities are typically split across three core areas, depending on who they are reporting to at the time.
 
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To the company, a corporate secretary ensures:

  • All statutory obligations are met 
  • Business interests of the company are protected
  • Good corporate governance is practised
  • That they are present regularly at the company’s registered office address

To company directors, a corporate secretary:

  • Serves as an advisor
  • Shares timely information with all directors so that they can contribute fully during board meetings and AGMs

To company shareholders, a corporate secretary: 

  • Regularly communicates with shareholders
  • Ensures shareholder interests are protected
  • Disseminates financial statements in a timely manner, so that shareholders are prepared to take part in decision making at the company’s Annual General Meeting

 

2. The Responsibilities of the Corporate Secretary

A long list of responsibilities falls within a corporate secretary’s remit. When you hire a corporate secretary, you can determine their range of duties. To help you make that call, here’s an overview of what a corporate secretary can take care of for your company.


What a corporate secretary can oversee

 

While this list is not exhaustive, here are the tasks a corporate secretary will typically handle.

Annual filings

A corporate secretary will file annual returns and company accounts with Singapore’s Accounting and Corporate Regulatory Authority (ACRA). In Singapore, there are penalties for failure to file, submitting incorrect data, or missing filing deadlines.

Board meetings and annual general meetings (AGMs)

A corporate secretary is responsible for scheduling, organising, and maintaining the necessary protocol during the key meetings of the company.

Maintain statutory registers

The Singapore Companies Act requires every company to maintain certain registers. A corporate secretary will take care of the multiple registers in Singapore that need to be updated. 

Which registers need to be updated will ultimately depend on the company profile and the nature of the situation. For reference, here are some of the most common:

  • Register of Directors
  • Register of Secretaries
  • Register of Members
  • Register of Business
  • Register of Chief Executive Officers
  • Register of Transfers
  • Register of Allotments
  • Register of Charges

Legal compliance and paperwork

When a company grows and changes, there’s a bunch of paperwork and legal compliance involved in the process. A corporate secretary will identify which actions need to be taken in order to stay compliant with Singapore regulations, notify the directors or shareholders, and process these changes in accordance with Singapore’s legal framework.

paperwork

This process may involve tasks like drafting resolutions, amending the Company Constitution, and informing ACRA on the updates in the company, such as:

  • Change of registered address
  • Change of company name
  • Change of company profile
  • Appointment or resignation of directors
  • Change in directors’ details
  • Appointment or resignation of the corporate secretary
  • Change in the secretary’s details
  • Changes in the share capital or distribution
  • Any other special resolutions

Maintaining registered office

Every Singapore company needs to have a registered address. It has to be a physical location in Singapore, not just a P.O. box number. This address is included on all legal documents, and it must be registered with ACRA. 

This address does not have to be the place where the company’s real office is located. A service providing a registered address can be used, with the provider receiving the correspondence, scanning, and forwarding it on.

Hold custody of the company seal

The Company Secretary keeps the company seal in their custody, using it on official documentation where required.

Convene meetings and prepare meeting minutes

Corporate secretaries can assist the chairman to convene the meetings of the company and make arrangements for meetings to take place. Depending on the scope of the corporate secretary’s contract, they may also prepare meeting minutes, which act as records that the company has to maintain in accordance with the law.

Oversee company insurance

Ensuring that adequate insurance is arranged for the company, directors, officers, assets, and staff can also fall within the corporate secretary’s responsibilities.



Key filing and compliance deadlines for companies in Singapore

Although your corporate secretary will help your company stay one step ahead of Singapore’s compliance and filing deadlines, it’s important that you remain aware of your company’s filing obligations.

Here’s a quick overview of the filing deadlines and key documents a company will deal with in Singapore. These deadlines are relevant to Singapore companies with a Financial Year End (FYE) of 31 December.

Whereas the ECI is an estimate of your projected income, you’ll still have to declare your company's actual income. And unlike the ECI, all companies are required to file even if they are making losses. Please also note that IRAS will be phasing out paper filing by YA 2020. 

A corporate secretary can help you digitise your accounting, prepare filing documentation, and file your company’s annual return.

 

Estimated Chargeable Income (ECI)

When: 3 months after FYE

What: The Inland Revenue Authority of Singapore (IRAS) requires an estimate of a company’s taxable income for the Year of Assessment (YA).

Here's what a corporate secretary will help you prepare and file:

  • Taxable income

  • Revenue

Deadline 1

 

Annual General Meeting (AGM)

When: Within 6 months after FYE

What: AGMs are critical for keeping your shareholders informed.

Here’s what a corporate secretary will help you prepare:

  • Financial statements
  • An AGM notice, disseminated to shareholders at least 14 days before the meeting takes place

 

Deadline 2

 

Annual Return

When: 7 months (if not listed) after FYE 

What: A company’s annual return is an electronic form that needs to be lodged with ACRA. It contains important particulars about the company, and must include:

  • Particulars of directors and the corporate secretary
  • Registered company address
  • Shareholder details
  • Date of AGM
  • Financial statements
  • Information on where the register of controllers and nominee directors are kept
  • Financial statements in XBRL Format (if required) 
  • Chargeable income

 

Depending on how you choose to file your tax return, there are two important dates to take note

  • Paper Filing: 30 November 
  • Electronic Filing: 15 December

Whereas the ECI is an estimate of your projected income, you’ll still have to declare your company's actual income. And unlike the ECI, all companies are required to file even if they are making losses. Please also note that IRAS will be phasing out paper filing by YA 2020. 

A corporate secretary can help you digitise your accounting, prepare filing documentation, and file your company’s annual return.

 

Goods and Services Tax

What: Depending on the revenue your business is expecting, you may need to file for Goods and Services Tax (GST). GST will apply if annual turnover is more than $1Million in the past 12 months, or if turnover is expected to exceed $1Million. 

When: IRAS will notify your company if it is required to register for (and therefore file) GST. Subsequently, you'll have to be registered for GST within 30 days of the notification.

Learn more about GST registration here.

 

 

3. For Non-Singaporean Founders: Appointing a Nominee Director

All companies in Singapore need to appoint a Local Resident Director. If you don’t have someone on your team who can fill this role, you’ll need to appoint a Nominee Director. Here’s how to go about it.

Nominee Director

Why do you need a nominee director to incorporate in Singapore?

To register your business in Singapore, ACRA requires that you appoint a “local resident director”—a company director who is either a Singapore citizen or Singapore Permanent Resident.

If you don’t have a local company director to fill this role, you can meet Singapore’s incorporation requirements by appointing a nominee director to act as your local resident director. A digital corporate service like Lanturn can help you find and appoint a nominee director for your company.


Who can become a nominee director in Singapore?

Nominee directors must be Singapore citizens or Singapore Permanent Residents.

If you’re already working with an online corporate secretary service, they may also be able to act as your company’s nominee director.

If you are appointing a nominee director to comply with Singapore’s incorporation requirements, you can choose to limit that nominee director’s ability to influence your company through a written agreement that clearly spells out their responsibilities and limits their authority.

A nominee director does not need to hold qualifying shares to be recognised as a director.

 

4. In Brief: Capitalisation Tables and Shares

Managing your company’s shares and capitalisation table are two key tasks you’ll want to delegate to a corporate secretary. If you’re new to these areas of corporate governance, understanding the basics will help you work more effectively with your corporate secretary.


Cap table

Capitalisation table management

If you’re serious about growing your startup, you’ll also need to create and maintain a capitalisation table.

A capitalisation table (or ‘cap table’ for short)  tells you who owns what in your company. It’s an essential tool for attracting investors, securing funding, and making informed decisions that help your startup grow.

A well-maintained cap table will show you:

  • Ownership stakes: who owns what amount of the business, who signs off on major company decisions
  • Types of shares: who has common shares, preferred stock, etc.
  • Paid-up capital: the amount of money your company has received from shareholders in exchange for shares of stock.

In order to leverage the data a cap table provides, this document needs to be up-to-date at all times. 

A corporate secretary will update your cap table any time your company ownership changes. An online corporate service will likely also host this document securely in the cloud, giving you quick, secure access to your company’s cap table at all times. (Yes, even on your mobile phone.)

Share structure and shareholder management

Creating your company’s share structure, communicating with shareholders, and managing the issuance, transfer, and restructuring of shares represents a large chunk of a corporate secretary’s workload. Corporate secretaries will typically help you with:

  • Share registration
  • Share structure creation
  • Transfer and restructure share and capital issues
  • Shareholder communication
  • Shareholder monitoring

Sharing your pies

 

Understanding the types of shares in Singapore

Your company’s shares designate the ownership of the company. They also provide rights, privileges, and responsibilities to your shareholders.

Singapore law allows companies to create share types that offer different privileges and rights to shareholders—some shares give decision-making rights, while others do not. 

Here are the three most common types of shares Singapore companies will typically issue.

  • Ordinary shares: All companies are required to issue one ordinary share in order to incorporate. Typically, ordinary shares offer voting rights of one vote per share at general meetings, the right to dividends and the right to claim the remaining assets when the company is wound up.
  • Non-voting shares: These shares are usually issued to employees or the main shareholder’s family members. These shares do not give the shareholder the right to general meetings or to vote.
  • Preference shares: In most cases, preference shares are also non-voting shares. Generally speaking, preference shares offer special rights over ordinary shareholders with respect to dividend payments. For example, a company may choose to issue dividends to preference shareholders first before ordinary shareholders. In addition, preference shares may have the rights to claim the assets of the company over ordinary shareholders. 

There are other less common types of shares, but they are usually included to address very specific issues. Your corporate secretary can advise you on which types shares are relevant to your startup, should the need arise."

 

5. Hiring a Corporate Secretary

When do you need to hire a corporate secretary in Singapore?

Every company in Singapore must appoint a company secretary within six months of the date of its incorporation. Hence, it’s common for founders to appoint a company secretary at the same time that they incorporate their company.

If your corporate secretary resigns, or you decide to rehire for the role, you should know that a company must not leave its corporate secretary role vacant for more than six months at any time.

 

Who can become a company secretary in Singapore?

For private companies, any Singapore resident can become a corporate secretary. 

Hiring Corp SecFor public companies, the corporate secretary role must be performed by a filing agent or a qualified individual who meets at least one of the following criteria:

  • Have been the secretary of a company for at least three of the five years immediately before their appointment as secretary of the public company
  • Qualified person under the Legal Profession Act (Chapter 161)
  • Public accountant registered under the Accountants Act (Chapter 2)
  • Member of the Institute of Certified Public Accountants of Singapore
  • Member of the Singapore Association of the Institute of Chartered Secretaries and Administrators
  • Member of the Association of International Accountants (Singapore Branch)
  • Member of the Institute of Company Accountants, Singapore

 

Some people are not eligible to act as a corporate secretary

Before you appoint a company secretary, you should also be aware of the exclusions that prevent someone from becoming a corporate secretary in Singapore.

A person cannot be a corporate secretary if:

  • He or she has a debarment order against them by the Registrar, on the date of appointment.
  • He or she is the sole director of the organization

As mentioned, it is only possible for a local resident company director to also act as the company secretary if the company has more than one director.

 

How to choose a corporate secretary in Singapore

Hiring a corporate secretary you can trust is an important task. Beyond holding in-depth industry knowledge relevant to your startup, a corporate secretary needs to keep your company compliant with Singapore’s existing and incoming corporate regulations at all times.

Whether you’re planning to hire an individual or work with an online corporate secretary service, it’s important to thoroughly vet each candidate before appointing one your company. If a corporate secretary gets something wrong, the Singapore government won’t just hold your corporate secretary liable. Company directors can also be on the hook for any penalties or court summons that arise from your company’s failure to comply with the law.

Here’s what you should assess when it’s time to choose a corporate secretary in Singapore.

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Online vs In-Person: which one’s better for your needs?

More and more, online corporate secretary services are becoming the norm. Consider whether you need a corporate secretary to work in-house at your company, or if you’d prefer to engage an online service that comes with secure cloud-based software. (See the next section to learn how digital corporate services work.)


Hiring icon 2-1Do they communicate in a way that makes sense to you?

This might sound obvious at first, but compliance-related legislation is full of jargon. Make sure you hire a corporate secretary who can break down the complexities of company compliance into language that makes sense to you, your team, and your shareholders.


Hiring icon 3 (1)Do they have the right core competencies for the job?

While this list is by no means exhaustive, you should aim to hire a corporate secretary who demonstrates these basic competencies:

  • In-depth understanding of your company's business and industry
  • Extensive knowledge of corporate and securities law
  • Excellent communication skills—preemptive with their notices, quick to reply to your emails and calls, and they use language that makes sense to you and your team (no complex jargon)
  • They get along with the CEO, company directors, and board members
  • They have the confidence to give early warnings to management
  • Ability to mediate and help your team achieve consensus
  • Detail-oriented and calm in high-stress situations

 

6. Going Digital

More and more, companies are appointing online corporate governance services to act as their corporate secretary. These services tend to be a cost-effective option for founders because there’s no need to hire a full-time employee to act as a corporate secretary.

If you’re new to the idea of an online service, or you’re thinking about making the switch, here’s what it looks like to work with an online corporate secretary in Singapore.

 

How digital corporate services work in Singapore

Digital corporate services like Lanturn do exactly what they state on the label—they provide online corporate secretary support to companies via a secure online portal.

Going digital-1Here’s how Lanturn improves the way Singapore companies operate, through online corporate governance.

  • No more stray paperwork
    Founders can upload, store, and access key documents from a secure cloud-based account. It’s quick and easy to access accounts, bank statements, incorporation documents, and corporate resolutions online at all times.
  • No more forgotten deadlines
    A compliance dashboard lists all of your company’s tax, accounting, and other regulatory deadlines, helping founders stay aware—and ahead of—critical dates and compliance obligations.
  • No more lengthy emails
    Automatic notifications inside the platform guide founders through their compliance To Do, eliminating the need for lengthy email back-and-forth between a founder and their corporate secretary.

 

How to change corporate secretaries in Singapore

Switching your corporate secretary is a straightforward process. Simply ask your existing corporate secretary to sign a resignation letter, and send a resolution to ACRA indicating that your directors have approved the resignation. This process is typically managed by the new corporate secretary, who must also inform ACRA of their appointment.

Where possible, try to avoid switching when you have important compliance and filing deadlines to meet, or an AGM to hold.

And remember: you’ll need to appoint a new corporate secretary within six months to remain compliant with Singapore regulations.

 

 

Contact us

If you’ve made it this far, you’ll know all the essentials to incorporate a company in Singapore. However, there’s still a lot of ground to cover, given the complex requirements needed for compliance. Ensuring that your company complies with Singapore’s legislation is impossible without the help of a professional who knows what they’re doing. 

Appointing a competent, trustworthy corporate secretary to support your startup as it grows will be crucial to your company’s long-term success.

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