Upon incorporation, companies must appoint a company secretary within six months.
This is in accordance with section 171(4A) of the Companies Act which states:
The office of secretary must not be left vacant for more than 6 months at any one time.
In most cases, the company secretary is filled by the corporate service provider if the company engages a corporate service provider. The corporate service provider will usually bundle corporate services like annual return filings, maintenance of corporate registers, etc…
Here are some of the usual reasons for companies hiring or changing their company secretary.
- Cost concerns
The company would like to lower the cost of hiring a corporate service provider
- Responsiveness of the company secretary and/or the corporate service provider
The company requires a company secretary and/or the corporate service provider to be more responsive than their current one.
- Require specialised advice
The current company secretary and/or the corporate service provider is unable to advise the company on regulatory matters and when the company intends to make changes to its setup. The current company secretary and/or corporate service provider can also be unfamiliar with certain forms of business that the company would like to do. For example, the company may wish to apply for charity status and the current company secretary and/or the corporate service.
Things to note before changing company secretary and/or corporate service provider
The timing of the change is important. The change should not be to the detriment of the company. It is key that you identify the relevant regulatory deadlines. The key deadlines are, but not limited to:
- Deadline for holding the company’s Annual General Meeting (AGM)
- Deadline for filing the Annual Returns of the company to ACRA
- Deadlines for finalising audited reports
- Deadlines for filing corporate taxes
You will need to ensure that the change in company secretary and or corporate service provider is not too close to these deadlines as the incoming company secretary and/or corporate service provider may not have the required time to prepare to clear these deadlines.
Once you have confirmed that you would like to make the change, there are a few documents which the company will need to prepare. It is important that you inform the outgoing company secretary and/or corporate service provider that you intend to make the change. Then they can provide the company with a resignation letter. Alternatively, the directors can remove the present company secretary through a directors’ resolution. After this, the new incoming company secretary and/or corporate service provider can then lodge the change in company secretary with the registrar, i.e. ACRA.
The new company secretary and/or corporate service provider will then need to liaise with the outgoing company secretary and/or corporate service provider with regard to handing over the company files.
If you are looking to engage a company secretary for the first time or are looking to change corporate secretary, please contact us at [email protected].
When in doubt, seek legal advice or consult an experienced ACRA Filing Agent.
The editorial team at Singapore Secretary Services
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