Singapore’s dynamic business landscape is governed by strict statutory and governance requirements. Among the key appointments mandated under the Companies Act 1967 is the company or corporate secretary. Many entrepreneurs overlook the significance of this role until compliance deadlines loom. In this article, we explain what a corporate secretary in Singapore does, the legal obligations around this position, and why every company – regardless of size – needs one.

Legal requirement and eligibility

Under Section 171(1) of the Companies Act 1967 (the “Companies Act”), every company incorporated in Singapore must appoint at least one company secretary. The secretary must be a natural person and have his or her principal place of residence in Singapore. For public companies, stricter qualifications apply: the secretary must be suitably qualified or a registered filing agent. Private companies may appoint any individual who has a SingPass account, provided that the same person is not the company’s sole director. Importantly, the position cannot be left vacant for more than six months.

Key responsibilities of a corporate secretary

A corporate secretary’s duties go well beyond taking minutes. They ensure that the company stays compliant with statutory obligations by:

  • Filing and updating information with ACRA – The secretary files annual returns, updates details of directors and shareholders, lodges changes to the company’s constitution, and handles share allotments and transfers.
  • Maintaining statutory registers and records – Company secretaries maintain the register of members, register of directors, and minute books. They oversee issuance of share certificates and ensure that documents are safely stored.
  • Organising board and shareholder meetings – They prepare agendas, distribute meeting papers, attend meetings and prepare minutes.
  • Advisory and fiduciary role – Beyond administrative duties, secretaries advise directors on legal requirements and corporate governance matters. They have a fiduciary duty to act in the best interest of the company and to avoid conflicts of interest.

These tasks require a solid understanding of the Companies Act, regulatory updates and administrative processes. Navigating these compliance requirements can be complex. If you require assistance or tailored advice for your business, the experienced team at Raffles Corporate Services Pte Ltd is here to help. Their corporate secretarial professionals ensure your filings are accurate and timely, and they can act as your named company secretary.

Why every company needs a corporate secretary

Appointing a corporate secretary is not only a legal obligation; it is a practical necessity. A capable secretary:

  • Ensures compliance and avoids penalties – Late or incorrect filings can lead to penalties or even prosecution. A competent secretary keeps track of deadlines and ensures that the company meets all statutory requirements.
  • Frees directors to focus on business growth – Directors and shareholders can concentrate on strategic decisions while the secretary handles governance and administrative matters.
  • Enhances corporate governance – Secretaries support the board by advising on best practices and ensuring transparent record‑keeping, which boosts investor confidence and corporate credibility.
  • Provides continuity – In the event of directorial changes, the secretary ensures smooth transitions and maintains institutional knowledge.

Appointing and working with a corporate secretary

Newly incorporated companies must appoint a secretary within six months of incorporation. When choosing a corporate secretarial service provider, consider the firm’s experience, its familiarity with your industry and the breadth of services offered. Full-service providers like Raffles Corporate Services Pte Ltd can also assist with related tasks such as accounting, tax and payroll, providing an integrated solution that helps businesses stay compliant across multiple regulatory regimes.

Engaging a professional firm offers flexibility – you gain access to a team rather than relying on a single in‑house individual – and can be more cost‑effective for SMEs. Before appointing, directors should clearly define the scope of services and ensure there is a written engagement or service agreement.

Conclusion

A corporate secretary is a vital partner in every Singapore company’s compliance journey. By ensuring timely filings, maintaining statutory records and advising the board on governance matters, secretaries provide the administrative backbone that enables businesses to operate smoothly and legally. Beyond statutory compliance, the role brings strategic value by enhancing governance and investor confidence. Companies looking for professional support should consider engaging qualified corporate secretarial service providers to meet their legal obligations and free their management to focus on growth.

For more information, please contact the Raffles Corporate Services customer service team at hello@rafflescorporateservices.com.

Yours sincerely,
The editorial team at Raffles Corporate Services