Corporate Secretarial Services in Singapore
Registers, resolutions, filings and meetings, kept in order by a law firm rather than a filing service. Most of it is routine, and the parts that are not are the ones that cost directors personally.
Every Singapore company must appoint a company secretary within six months of incorporation, and the appointee must be ordinarily resident here. The role is a statutory one rather than an administrative courtesy, and it carries real consequences when it is left unattended.
We act as company secretary and provide the surrounding work, with the advantage that when something in the register turns out to matter, the people maintaining it are lawyers.
What we do
Statutory registers. The register of members, directors, secretaries, controllers and charges, kept accurate and up to date. These are the company’s record of who owns and controls it, and they are the first thing examined in any transaction, financing or dispute.
ACRA filings. Annual returns, changes in officers and shareholdings, changes of address and constitution, and the rest of the filing calendar, made on time. Late filing attracts penalties that are entirely avoidable.
Board and shareholder meetings. Agendas, notices, resolutions and minutes, in the form and with the notice the constitution and the Companies Act require. Where a company dispenses with annual general meetings, we make sure it does so properly rather than by simply not holding them.
Share transfers and allotments. Documenting transfers, allotments and buy-backs correctly, attending to stamping where duty is payable, and updating the register. Share transactions recorded loosely are a recurring source of trouble later.
Constitutional documents. Drafting and amending the constitution to fit how the company is actually run, rather than accepting a standard form and working around it.
Support for directors. Practical guidance on duties, conflicts, disclosure and what a board should be recording, including where a company’s circumstances are changing.
Why it matters more than it looks
Most of corporate secretarial work is routine, and it is tempting to treat it as filing. Three things make that a mistake.
Directors carry personal obligations. Duties under the Companies Act attach to the individual, not to the company, and breaches are enforced against the individual.
Registers are relied on. A buyer, a bank or a court reads the register as the record of who owns and controls the company. Where it is out of step with what people believe, the register usually wins the argument.
Problems compound quietly. An unrecorded share transfer or a resolution never properly passed sits harmlessly for years and then surfaces in the middle of a transaction, when fixing it requires the cooperation of people who now have a reason to withhold it.
A regulated activity now
The Corporate Service Providers Act 2024 made providing corporate services as a business a regulated activity. Whoever acts as your company secretary, keeps your registers or supplies a director has to be registered with ACRA, and doing that work unregistered is an offence rather than a technicality.
If you are reviewing who does this for you, that is worth confirming directly. It is a question with a legal answer.
Alongside the rest
Corporate secretarial work sits next to company registration, where most of these obligations begin, and next to bookkeeping and accounting and tax and accounting, where the numbers behind the filings come from.
Where the company is doing something rather than just existing, whether raising money, changing hands or restructuring, corporate and commercial and mergers and acquisitions take that on, and the secretarial record is what those transactions are built on.
Corporate secretarial in Singapore: frequently asked questions
Do we have to appoint a company secretary?
Yes. Every Singapore company must have one, appointed within six months of incorporation, and that person must be ordinarily resident in Singapore. The office cannot simply be left vacant, and a sole director cannot also act as the company secretary.
What happens if we file late?
Penalties, and they escalate. Persistent default can also lead to enforcement action against the directors personally rather than against the company. It is the most avoidable expense a small company incurs.
Do we still need to hold an AGM?
Private companies can dispense with annual general meetings if the requirements are met, but dispensing with one is itself a process. Simply not holding a meeting is not the same as being exempt from holding it, and that distinction is where companies get caught.
We transferred shares informally. Is that a problem?
Usually yes, and usually discovered at the worst moment. Share transfers need proper instruments, stamping where duty applies, board approval where the constitution requires it, and an updated register. Where the paperwork was never done, it can generally be repaired, but repairing it needs everyone involved to still agree about what happened.
Can we switch our corporate secretary to you?
Yes, and it is a routine change. We take over the registers and the filing calendar, review what is outstanding, and tell you plainly if anything needs correcting before it becomes someone’s problem in a transaction.
Why use a law firm rather than a filing service?
For a straightforward company, a filing service is perfectly capable of filing. The difference shows when a question is not routine: a contested resolution, an unclear shareholding, a director’s conflict, a request from a bank or a buyer. That is legal work, and at that point it helps if the people holding the records can also advise on them.
What clients say.
Friendly and Professional Staff with fast and effective outcomes. Communication was clear and the process was handled very efficiently.
Talk to a lawyer.
Pick the channel that works for you. An initial consultation may be free (terms & conditions apply). We'll listen, answer your questions, and set out a clear next step.