Singapore Company Secretary: Roles, Responsibilities, and Best Practices

Incorporating a company in Singapore is a streamlined process, but maintaining ongoing compliance requires close attention to statutory obligations. One of the statutory obligations is the appointment of a company secretary. Under the Singapore Companies Act (Cap. 50), every company (whether locally owned or a foreign subsidiary) is legally required to appoint a company secretary within six months of incorporation.

The role is far more than administrative. A Singapore company secretary serves as the primary compliance officer, responsible for ensuring that the business adheres to corporate regulations, statutory deadlines, and governance protocols. In practical terms, this includes everything from maintaining statutory registers and filing annual returns with ACRA, to advising directors on fiduciary duties and regulatory changes.

Appointing a qualified and competent Singapore company secretary is not merely about meeting legal requirements, it is a critical step in building a sound, accountable, and well governed corporate structure.

At Ouzhou Consulting, we support companies at every stage of their journey in Singapore (from incorporation to ongoing compliance) ensuring that their secretarial function is managed with precision and strategic insight.

Is a Company Secretary Mandatory in Singapore?

Yes! If you’ve registered a company in Singapore, appointing a company secretary is a legal requirement. According to the Singapore Companies Act, every company must appoint a company secretary within six months of its incorporation.

Failing to do this puts your business at risk of noncompliance. That can lead to penalties from ACRA, including fines or further enforcement action.

Who Can Be Appointed?

Your Singapore company secretary must:

• Be a natural person (not a company).
• Be ordinarily resident in Singapore. This means a local citizen, permanent resident, or someone with a valid work pass.
• Have the knowledge and experience to carry out the role.

If your company is a private limited company, your sole director cannot also be the company secretary. You’ll need to appoint someone else to handle this function.

For public companies, the requirements are stricter. The secretary must have specific professional credentials (such as legal, accounting, or corporate secretarial qualifications) and at least three years of relevant experience.

To stay compliant and avoid mistakes, it’s important to make the right appointment from the start. If you’re unsure, outsourcing this role to a qualified firm like ours at Ouzhou Consulting can save time and reduce risk.

Key Roles and Legal Responsibilities of Singapore Company Secretary

Once appointed, your Singapore company secretary becomes responsible for making sure your business stays compliant with Singapore’s legal and regulatory framework. Their job isn’t just paperwork; it covers everything from statutory filings to board support and internal governance.

Here’s what that actually means for you:

1. Statutory Compliance

Your company secretary helps you stay on the right side of the law. They make sure you meet deadlines, follow procedures, and keep your official records up to date.

A Singapore company secretary’s key tasks include:

• Maintaining statutory registers such as the Register of Members, Register of Directors, and Register of Charges. These must always reflect your company’s current structure.
• Filing with ACRA. This includes your Annual Return, changes to your company’s name, address, directors, or shareholders.

Missing these steps could lead to penalties or late fees, so it’s essential that your secretary keeps track of every requirement.

2. Board and Shareholder Support

A company secretary also plays a key role in keeping your board meetings and shareholder decisions organised and legally valid.

They’re in charge of:

• Preparing board meeting agendas so that your directors know what will be discussed.
• Drafting and circulating resolutions: These may include decisions on issuing shares or appointing directors.
• Taking minutes: This is a legal record of decisions made. It must be accurate and properly stored.

Without clear documentation, your decisions may not be enforceable or legally recognised.

3. Filing and Reporting

Your company will need to interact with ACRA and sometimes IRAS (Inland Revenue Authority of Singapore). Your Singapore company secretary is the person who ensures that happens smoothly.

They take care of:

• Submitting statutory filings: For example, they notify ACRA of changes in company details.
• Filing in XBRL format: This applies if your financial statements must be submitted in eXtensible Business Reporting Language. Your secretary will help prepare this correctly to avoid rejections or penalties.

They act as a bridge between your company and the government.

4. Advisory Role

A good company secretary does more than file documents; they help you make informed decisions by keeping your leadership team aware of the rules.

This includes:

• Advising your directors on matters such as fiduciary duties, conflict of interest rules, and compliance obligations.
• Monitoring your constitution: This is your company’s internal rulebook. Your secretary makes sure all actions, decisions, and filings are in line with it.

When the law or your company’s structure changes, your secretary ensures you adapt correctly.

By covering these areas, your company secretary helps protect your business from unnecessary risk. If you don’t have the inhouse expertise or capacity to manage all this, it’s worth engaging a qualified firm like ours at Ouzhou Consulting to handle the role for you.

Qualifications and Eligibility Criteria

If you’re setting up or managing a company in Singapore, choosing the right person to be your company secretary is critical. It’s not enough to simply appoint someone; you need to make sure they’re legally qualified and practically capable of doing the job.

Who Can Be Appointed as a Company Secretary?

To meet the basic legal requirements, your Singapore  company secretary must:

• Be a natural person (not a company or organisation).
• Be ordinarily resident in Singapore. This means a local citizen, permanent resident, or someone with a valid Employment Pass or Dependant Pass.
• Have the knowledge and experience to carry out the role properly.

For private limited companies, these conditions are usually sufficient. However, if your company has only one director, that person cannot also act as the company secretary. You’ll need someone else to handle this responsibility.

Stricter Criteria for Public Companies

If you run a public company, the requirements are more demanding. The appointed secretary must meet at least one of the following conditions:

• Be a qualified lawyer, public accountant, or chartered secretary,
• Be a member of professional bodies such as the Institute of Chartered Secretaries and Administrators (ICSA) or the Institute of Certified Public Accountants of Singapore (ICPAS),
• Have worked as a company secretary for at least 3 of the past 5 years.

These stricter standards exist because public companies face higher regulatory scrutiny and often have more complex compliance needs.

Why Experience Matters

Regardless of whether your company is private or public, the role of a company secretary is too important to hand to someone without the right knowledge. Your secretary should:

• Understand the Companies Act and how it applies to your business,
• Know how to prepare and file accurate documentation with ACRA,
• Be able to guide your directors on corporate governance and compliance procedures.

If your secretary lacks experience, your company may fall behind on statutory filings, make costly administrative errors, or fail to meet governance standards.

To avoid these risks, many companies, especially small businesses or foreign owned firms, choose to outsource the role to a professional services provider. This ensures access to up to date legal knowledge, reliable execution, and fewer compliance headaches.

Best Practices for Managing the Role

Having a company secretary in Singapore isn’t just about meeting legal requirements. It’s about making sure your business stays on track, avoids unnecessary penalties, and operates smoothly. Whether you’ve appointed someone inhouse or chosen to outsource the role, the following best practices will help you manage it effectively.

1. Use Digital Tools to Stay Compliant

Manual tracking can lead to missed deadlines and lost documents. To avoid these issues, use digital tools to manage your company’s records, filings, and reminders. Many platforms now offer:

• Automated alerts for annual return due dates.
• Secure digital storage for your Register of Directors, Register of Members, and other statutory registers.
• Easy access to past filings and board resolutions.

At Ouzhou Consulting, we use integrated compliance systems to help you stay organised without lifting a finger. Our clients receive timely reminders and access to well maintained records, without having to track everything manually.

2. Keep Communication with Directors Clear and Consistent

Your directors rely on accurate and timely information to make decisions. A good company secretary doesn’t just file paperwork, they act as a bridge between directors and regulatory duties. 

A good Singapore company secretary should make sure that:

• Directors are informed in advance about filing deadlines, AGMs, and compliance reviews.
• Meeting agendas and resolutions are shared clearly and early.
• Advice is given when there’s a risk of breaching legal or constitutional rules.

At Ouzhou, we prioritise clear communication with board members so that compliance never becomes an afterthought.

3. Conduct Annual Compliance Reviews

Even if things appear to be running smoothly, it’s wise to schedule a full compliance check at least once a year. This includes:

• Reviewing your company’s statutory registers.
• Checking whether any directors, shareholders, or company details need to be updated with ACRA.
• Making sure your constitution is still accurate and aligned with your business structure.

These reviews can uncover hidden gaps before they become costly problems. We conduct routine compliance reviews for our clients to ensure every document and filing is up to date.

4. Engage a Firm with Regional and Legal Expertise

If you don’t have the time, staff, or knowledge to manage corporate secretarial work inhouse, outsourcing the role is a smart move. But not all service providers are the same.

You should look for a firm that:

• Understands Singapore’s regulatory landscape in detail.
• Has experience working with foreign owned companies or cross border structures.
• Can offer bilingual support if your directors or shareholders operate in different markets.

At Ouzhou Consulting, we go beyond routine filings. We combine deep knowledge of Singapore law with experience across Hong Kong, mainland China, and Southeast Asia. Whether you’re launching your first company or managing a growing group structure, we offer the legal clarity and regional insight you need to stay compliant without distraction.

How Ouzhou Consulting Can Help

At Ouzhou Consulting, we provide end to end corporate secretarial services that ensure statutory compliance, document integrity, and strategic governance alignment.

We offer:

• Appointment as Named Company Secretary for your Singapore entity.
• Maintenance of statutory registers, AGM support, and ACRA filings.
• Drafting of resolutions, minutes, and compliance documentation.
• Ongoing advisory services on governance, restructuring, and regulatory changes.

Our expertise extends beyond Singapore. We support multinational entities with related operations in Hong Kong, mainland China, and other key Asian jurisdictions. Through a unified operational framework, we ensure that your business remains compliant, well governed, and future ready.

In conclusion, the company secretary is not a ceremonial position, it is a regulatory gatekeeper and strategic advisor within every Singapore registered business. Ensuring the role is performed accurately and efficiently is not only a legal necessity but also a marker of professional integrity and corporate responsibility.

Whether you are an entrepreneur launching your first venture, or an established firm expanding into Southeast Asia, outsourcing your company secretary function to a qualified partner like Ouzhou Consulting can offer peace of mind, operational efficiency, and risk reduction.Contact us today to discuss how we can support your business with reliable and compliant corporate secretarial services in Singapore.