Introduction

The Companies Act 1967 requires every Singapore company to appoint a corporate secretary within six months of incorporation. Beyond being a statutory requirement, the company secretary plays a pivotal role in keeping your business compliant, organised and accountable to stakeholders. Their responsibilities go far beyond administrative tasks; they support the board, protect shareholder interests and act as a bridge between management and regulators. In this article we outline the key duties of a company secretary in Singapore so you can appreciate how this role keeps your business running smoothly.

Statutory compliance and ACRA filings

One of the company secretary’s primary responsibilities is ensuring that your company complies with the Companies Act and the regulations of the Accounting and Corporate Regulatory Authority (ACRA). They handle statutory filings and updates such as:

  • Filing the company’s annual return and financial statements.
  • Reporting the appointment, resignation or death of company officers and updating particulars of directors.
  • Preparing and filing changes to the company constitution and company name.
  • Managing share allotments and transfers and issuing share certificates.

The secretary also monitors legislative changes and advises the board on how new requirements may affect your company. Staying on top of statutory filings ensures your business avoids penalties and remains in good standing.

Maintaining statutory registers and records

Accurate record‑keeping is fundamental to corporate compliance. The company secretary maintains the company’s statutory registers (such as registers of members, directors and charges) and minutes books. They file signed board resolutions, keep minutes of Annual General Meetings and Extraordinary General Meetings, and ensure that shareholders receive the annual report and company accounts. Good record keeping provides evidence of corporate decisions and protects the company in the event of audits or disputes.

Managing board and general meetings

The secretary organises and facilitates meetings of the board and shareholders. Duties include preparing agendas, distributing the company’s financial reports, issuing notices of meetings, ensuring that meetings are properly convened under the company’s constitution and relevant law, and recording minutes. They also prepare directors’ resolutions for matters that do not require a physical meeting. Properly run meetings help directors make informed decisions and demonstrate good corporate governance.

Advisory and governance role

Company secretaries are trusted advisors to directors and senior management. They provide guidance on corporate governance practices and alert the board to potential non‑compliance with policies or laws. They may draft and maintain the company constitution, oversee the use of the company seal and ensure that the company’s identity (name, registration number and branding) is used consistently. By upholding corporate governance standards, the secretary helps to safeguard the company’s reputation and enhance investor confidence.

Fiduciary duties and stakeholder liaison

A company secretary owes fiduciary duties similar to those of directors. They must act in the best interests of the company, avoid conflicts of interest and maintain confidentiality. The secretary also acts as the main point of contact between the company and its stakeholders — directors, shareholders, auditors and regulators — facilitating clear communication and prompt resolution of queries. In some businesses they may coordinate overseas regulatory filings or assist with mergers and acquisitions.

Why these responsibilities matter

Failing to carry out these duties can lead to severe consequences such as fines, prosecution or removal from office. By appointing a competent company secretary, you ensure that your company meets its legal obligations, protects the interests of directors and shareholders, and maintains good corporate standing. Navigating these responsibilities can be complex, which is why many businesses choose to outsource to professional firms.

Navigating these responsibilities can be complex. If you need support with statutory filings, board meetings or corporate governance, the experienced team at Raffles Corporate Services Pte Ltd is here to help. Their corporate secretarial professionals ensure that your filings are timely and accurate so that you can focus on growing your business.

Conclusion

From statutory compliance and record keeping to advising directors and liaising with regulators, the company secretary is the linchpin of corporate compliance in Singapore. Understanding these key responsibilities helps directors appreciate the value of a qualified secretary and underscores why every company needs one. For guidance on appointing the right corporate secretary, read our earlier article on what a corporate secretary does and why your company needs one. To learn how to select a service provider, see our piece on choosing the right corporate secretarial service provider.

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