Company secretaries fulfil vital functions within companies
Last updated on 26 February 2025
All companies incorporated in Singapore must appoint at least one locally resident director and one locally resident company secretary. Directors are in charge of running the company, while the roles of company secretaries may vary according to the company’s needs.
Key Responsibilities of a Company Secretary:
- Maintain and update statutory registers and minute books.
- Organise and record meetings of directors and shareholders.
- Manage share-related matters, such as issuance of shares, transfers, and shareholder registers.
- Keep directors informed of filing deadlines, such as filing of annual returns.
- Update directors and shareholders on relevant changes in corporate regulations.
- Advise directors and shareholders on company policies and compliance requirements.
Companies may appoint an internal company secretary or engage corporate secretarial services providers. However, a sole director cannot also serve as the company secretary, and the position must not remain vacant for more than six months.
Fiduciary Duties and Compliance
Company secretaries have a fiduciary duty to act in good faith and in the company’s best interests. They are subject to the Companies Act and must also ensure that they comply with the provisions of the company’s constitution. Company secretary’s functions, such as filing annual returns, may be delegated to external parties such as corporate secretarial and accounting firms in Singapore.
However, the responsibilities under the Companies Act remain with the person appointed as company secretary. As such, all legal notices will be sent directly to the company secretary in ACRA records.
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