Short answer: A secretary certificate in Singapore is a private statement, signed by the company secretary or a director, confirming that attached resolutions, the constitution, the officer list and specimen signatures are true and in force. It is not an ACRA document. Banks and overseas counterparties set their own wording and may also ask for notarisation.
A bank, lender or foreign counterparty asks for a “secretary certificate Singapore” companies can produce quickly, and the request often arrives with a deadline. This guide explains what the document is, what a company secretary can properly certify, how it differs from ACRA certified products, and when a notary or apostille is needed on top.
Key facts at a glance
- A secretary’s certificate is a private certification by the company. ACRA does not issue it and does not register it.
- It usually certifies the board resolution, the constitution, the current directors and secretary, and specimen signatures.
- Every Singapore company must have a company secretary, appointed within six months of registration, who is a real person and not the sole director (ACRA).
- Since 9 December 2024, ACRA certifies its own products electronically only, at S$1 per page (ACRA).
- For overseas use, a private document must be notarised by a Notary Public before the Singapore Academy of Law (SAL) affixes an apostille.
- SAL’s authentication fee for a notarised document is S$87.20 including GST, paid at the notary’s office, plus the notary’s own fee (SAL).
Raffles Corporate Services works with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice. This article is general information only and is not legal advice.
What is a secretary certificate in Singapore?
It is a short signed document in which the company confirms facts about itself, so a third party can rely on a copy without inspecting the original records. The company secretary usually signs because the secretary keeps the minute book and registers.
The term is used loosely. Some banks call it a secretary’s certificate, others a certificate of directors, a certified true copy or a “certificate of incumbency”. The names overlap, but the substance is the same: the company vouches for its own records. Our earlier note on authorised signatories explains why counterparties ask for this evidence when someone signs for the company.
What can a company secretary certify?
A secretary can safely certify what the company’s own records show and what the secretary has actually seen. Certification does not make a document true. It records that the signer has checked the document against the source.
| Item certified | Source the secretary should check | Typical wording |
|---|---|---|
| Board or members’ resolution | Signed original in the minute book | The attached is a true copy, was duly passed and remains in force |
| Constitution | Latest adopted version and any amendments | The attached is a true and complete copy of the constitution as at the date of this certificate |
| Directors and secretary | Register of directors and current Bizfile records | The persons named are the directors and secretary at the date of this certificate |
| Specimen signatures | Signed in the secretary’s presence or matched to an ID | The signature opposite each name is that person’s signature |
| Shareholders and shareholdings | Register of members | The attached list is correct as at the stated date |
Each statement should carry a date, because a certificate speaks only as at the day it is signed. The secretary also needs to avoid certifying anything outside the company’s records, such as a foreign law point or the authority of a person the board never approved. Where a statement depends on a legal conclusion, the company’s lawyers should prepare it.
Who can sign a secretary certificate?
Usually the company secretary signs, and a director signs a second certificate if the secretary is certifying their own appointment or signature. The counterparty’s checklist decides who it will accept.
ACRA’s guidance says every company must have at least one director and one company secretary. The secretary must be a real person, a Singapore citizen, permanent resident or someone meeting local residency rules, and cannot be the same person as the sole director. A secretary must be appointed within six months of registration, and a change of officer is filed through Bizfile within 14 days. If you have recently changed secretary, see our note on who should hold the signed original records, because the new secretary can only certify records they hold.
Some counterparties want the certificate signed by a director other than the signatory it supports, so that nobody certifies their own authority. Ask early, because it changes who needs to be available.
How is it different from an ACRA certificate or certified extract?
A secretary certificate is the company’s own statement. An ACRA certified product is issued by the registry from the register. A bank may ask for both: the first proves internal approval, the second proves what is on public record.
| Feature | Secretary certificate | ACRA certified product |
|---|---|---|
| Issued by | The company (secretary or director) | ACRA, electronically |
| Proves | Resolutions, internal records, signatures | What ACRA’s register shows on the issue date |
| Cost | Internal or CSP preparation fee | S$1 per page for certification |
| Format | Signed letter or PDF with attachments | Electronically certified file |
| Overseas use | Needs a notary, then SAL apostille | Recognised by SAL for legalisation |
ACRA states that it has offered electronic certification since 9 December 2024, that manual certification is no longer available, and that its certified products are recognised by SAL for embassy or foreign use. Our RCS guide to verifying and certifying ACRA documents covers that route, and the certificate of incumbency is a related document some foreign registries request. We also explain the incumbency and good standing documents in a separate SSS guide.
When do you need a notary or apostille as well?
You need them when the receiving party is overseas and will not accept an unattested private document. A private certificate has to be notarised first, and only then can SAL affix the apostille.
SAL’s published process says that a private, non-government document can only be legalised after it has been referred to a Notary Public for notarisation. The notary issues the notarial certificate once the S$87.20 authentication fee (including GST) is paid to SAL, in addition to the notary’s own fee. From 16 September 2021, SAL affixes an apostille to the back of the notarial certificate, and its legalisation fee is waived for notarised documents. SAL also says a recipient can search and verify the notarised, authenticated document on its register.
Whether the destination country accepts an apostille is for that country’s rules. If the destination is not covered, further consular steps may follow, so check with the receiving party before you start.
How do you prepare a secretary certificate step by step?
- Get the counterparty’s checklist or draft wording in writing, including who must sign and how recent the certificate must be.
- Collect the signed originals: resolution, constitution, registers and a current Bizfile profile.
- Compare each copy line by line against the original, and mark the copy “certified true copy” only after the check.
- Draft the certificate with the company name, UEN, date, each statement, and a signature block for the secretary (and a countersigning director if required).
- Collect specimen signatures in person or against identity documents.
- Sign, date and attach the copies, and keep a copy in the minute book.
- If the document goes abroad, arrange notarisation and then the SAL apostille.
Which mistakes make a secretary certificate fail?
Most failures come from certifying something the secretary never saw or from stale dates. Banks reject certificates that do not match their checklist, and the fix is a second round of signatures.
- Certifying a resolution from an unsigned draft, or one that was never passed.
- Describing the constitution as “complete” when amendments exist that the secretary has not collected.
- Dating the certificate earlier than the resolution it attaches.
- Letting the certifier vouch for their own signature when the bank wants an independent signatory.
- Leaving a former director in the officer list because ACRA records were not refreshed.
- Forgetting that a bank mandate is separate from an ACRA filing, as our note on bank signatory and director change trackers explains.
The same discipline underlies the point in our article on what a company secretary must check before a document is signed. Raffles Corporate Services (RCS) prepares these certificates for clients every week, and ACRA’s own page on verifying and certifying ACRA information products is the right starting point for the registry side.
Frequently asked questions
Is a secretary certificate the same as a certificate of incumbency?
No. A secretary certificate is a company-prepared statement about resolutions and records. A certificate of incumbency is a separate document that confirms who the current officers are. Ask the recipient which one it wants, because the names overlap in practice.
Does ACRA issue or register a secretary certificate?
No. It is private and is not filed with ACRA. ACRA issues its own information products, which it can certify electronically at S$1 per page.
Can a director sign instead of the company secretary?
Often yes, if the counterparty accepts it, but the secretary normally holds the records and is the natural signer. Confirm the bank’s requirement first.
How recent must the certificate be?
There is no universal rule. Banks and registries commonly set their own limit, often a few months, so check the checklist and do not assume.
Do I need an apostille for a secretary certificate?
Only when the overseas recipient demands it. A private document is notarised first and then apostilled by SAL, which adds the notary’s fee and S$87.20 in authentication fees.
Need help with this?
Our team at Raffles Corporate Services can prepare the resolutions, registers and ACRA filings, and where court proceedings or legal advice are needed, we work with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice.
Email: [email protected]
Call, SMS or WhatsApp: +65 8501 7133
Last reviewed: 9 November 2026. The Editorial Team, Raffles Corporate Services.
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