A Guide to Corporate Secretarial Services in Singapore

As a business owner in Singapore, you will have various compliance and reporting requirements to adhere to, plus administrative tasks to ensure your company is well-run and operates within the law. These requirements are set out by the ACRA – the Accounting Corporate and Regulatory Authority in Singapore.

Failure to adhere to the requirements laid down by the ACRA can result in fines or other penalties. ACRA has quite specific regulations about the role of company secretary. Here are the key points.

• Under ACRA regulations, every private or public company must appoint a company secretary within six months of incorporation.
• The company secretary must be a Singaporean citizen, a Singapore Permanent Resident (PR), or an EntrePass holder. An EntrePass holder is an eligible foreigner operating a business in Singapore, defined as a high-calibre innovator and serial entrepreneur.
• If the company has several directors (at least two), then a director can also be a company secretary. However, a sole director may not fulfil this role under section 171E of the Companies Act.
• A company secretary should have the experience and knowledge to undertake the role.

This essential role can be allocated to a named person who may not have any other involvement in the business and who specialises in offering professional corporate secretarial services, or it can be contracted out to a corporate secretarial services company.

Additional requirements for company secretaries of public companies

Section 171(1AA) of the Companies Act states that if the business is a public company, the company secretary must have been a secretary of a company for a minimum of three of the immediately preceding five years before their appointment or, fulfil another one of the following requirements:

• Be qualified under the Legal Profession Act; or
• Be a public accountant registered under the Accountants Act; or
• A member of the Institute of Certified Public Accountants of Singapore; or
• A member of the Singapore Association of the Institute of Chartered Secretaries and Administrators; or
• A member of the Association of International Accountants (Singapore Branch); or
• A member of the Institute of Company Accountants, Singapore.

What services do corporate secretarial firms offer?

Rather than paying one person to act as company secretary, business owners can outsource this role to a specialist company that provides a range of support services; this can be a better option than relying on a sole individual.

Companies providing corporate secretarial support often carry a range of services to cover different compliance needs and specialist reporting requirements. This can be safer and more effective for large and complex businesses, rather than allocating this role to just one person. JCP Law does provide such services, so please do get in touch if you require professional assistance in these areas.

The type of services a corporate secretarial business will provide includes things such as:

• Keep documents updated
• Filing documents with ACRA
• Compiling and maintaining statutory registers
• Preparing documents for Annual General Meetings (AGMs) and meeting minutes for distribution afterwards

Other complementary or add-on services may include supporting bookkeeping functions, handling tax queries, and managing transactions such as a new share release. These companies can also provide a Nominee Director.

A Nominee Director fulfils the requirement for all companies under Singaporean law to have at least one resident director on the board of directors at all times. This is a tricky obligation for people outside of Singapore who want to set up a Singapore-incorporated company. However, corporate secretarial services can sometimes help with this. A Nominee Director is passive and not actively involved in the business operations.

Should you hire a company secretary from a professional corporate services business?

ACRA is silent on whether businesses should hire a suitably qualified individual or a professional corporate secretarial services firm. However, the route to take may depend on whether your company is public or private.

The requirements listed under 171 (1AA) of the Companies Act suggest that public companies may find it easier to use corporate secretarial support services due to the qualifications required for a company secretary. Compare this with a private company secretary who can be anyone ordinarily resident in Singapore, and with a valid SingPass. The Companies Act states that anyone with the requisite knowledge and experience to do the job will qualify, so this could even be a friend or family member. Consequently, there is much more flexibility over who to appoint as company secretary in a private company compared to a public one.

It will cost more to hire professional corporate secretarial services compared to something more DIY; a private individual offering company secretarial services is likely to be cheaper, and possibly, significantly more affordable than a professional firm.

Another advantage of using a lone individual is that they can be more flexible and get to know your business. A corporate secretarial service will likely act for multiple companies, so the response might not be as personal or tailored.

However, one clear advantage of corporate secretarial services is that they will offer a range and depth of experience that can cover more complex and specialist issues. They are also more likely to be up to date with the latest practices and regulations.

Corporate secretarial services are ultimately not dependent on one individual, so they can shore up busy times and cover periods when one person may be away, thus avoiding potentially disastrous mistakes such as missing a deadline, which leads to a fine or other serious penalty.

With a corporate secretarial firm, there will be a bank of suitably qualified professionals that meet the ACRA-stipulated qualifications, so you need never worry that you are reliant on just one person to comply with ACRA regulations.

Finding suitable corporate secretarial services in Singapore

The company secretary plays a pivotal role in any business, so look for services that are strong on organisation, and are prepared to take the time to understand your sector and how your business works. Finding corporate secretarial services with a proven track record in your industry is ideal, as this background knowledge plays a big part in getting to grips with your company’s operation.

A company secretary’s role is diverse in terms of responsibilities and obligations, with varied compliance duties and filings; multi-tasking and a schedule-driven mindset are essential.

Company secretaries need to be proactive and ahead of the game, so, for instance, when the appointment and removal of new company officers trigger an alert for filing requirements; they cannot afford to be behind the curve. A corporate secretarial company has strength in depth, so if things get a little busy, company owners always have the reassurance that all the essential tasks will still be covered.

A company secretary must have good communication skills as they will be liaising with internal and external stakeholders, plus other team members they collaborate with in a corporate secretarial firm.

If your company operates beyond Singapore, you must choose corporate secretarial services that are familiar with international legal obligations, and the complexities of cross-border governance and compliance. This is an area where JCP Law can support, especially if you are looking into expanding into markets such as Vietnam and Thailand OR looking to enter Singapore from another home market.

Does the role of the company secretary in Singapore involve anything else?

Company secretaries can take on many other roles within a business besides their core duties. They can advise directors on legal and compliance matters, organise, and administer meetings and deadlines, and may even combine their duties with another role within the organisation.

Corporate secretarial services capitalise on this by offering extra features and add-ons to enhance their role. They take the strain off business owners who can employ just one company to cover this rather than two or three people.

So, what will it cost?

The price of corporate secretarial services depends on which firm you engage, and how they charge for their business. Some firms publish the fees on their website, others will provide a bespoke quote.

On average, fees for secretarial services vary from $350-$600 per year but can be higher if you want to have extras.

Always be clear on precisely what you are paying for; it’s not unusual for firms to charge a base fee and then try to add a cost for individual and routine actions. The main fee should cover all the routine and essential corporate secretarial services, such as filing annual returns and preparing AGM documents. Additional fees should be for products and services over and above this.

Corporate secretarial services offer value for money and minimise risks. There is also the potential for company growth and increased revenue. Most businesses in Singapore don’t need a full-time company secretary. So, outsourcing saves money and provides peace of mind that you have experienced professionals on hand to ensure compliance and advise with a range of practical solutions.

Please get in touch if this is an area you think we might be able to support you on.