Appointing a company secretary is important in incorporating a company in Singapore.
The Accounting and Corporate Regulatory Authority (ACRA), which is the national regulator of business entities and public accountants, mandates that every company must appoint a company secretary within six months of the date of its incorporation. Importantly, the appointee must be residing locally in Singapore and he or she must not be the sole director of the company.
Please note that while it is possible for a locally resident company director to also be the company secretary, but only when the company has more than one director.
The definition of “residing locally” is similar to the one for “ordinarily resident” company director. This means that the Singapore company secretary must have his or her usual place of residence as Singapore and may be a Singapore Citizen, Singapore Permanent Resident, an EntrePass holder or an Employment Pass holder issued with such a pass to work in the company concerned. (Note: S pass holders can also fulfil the role of a company secretary. However, S pass holders can’t act as company director.)
Qualifications of a Resident Company Secretary in Singapore
The board of directors of a Singapore company is responsible for appointing the company secretary and decides on his or her remuneration. The Companies Act, Section 171 (1AA), dictates that a company secretary of a public company in Singapore must be suitably qualified, and has to satisfy at least one of these criteria:
- - has been a company secretary of a company for at least three of the five years immediately before his appointment as company secretary of the public company
- - a qualified person under the Legal Profession Act (Cap. 161)
- - a public accountant registered under the Accountants Act (Cap. 2)
- - a member of the Institute of Certified Public Accountants of Singapore
- - a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators
- - a member of the Association of International Accountants (Singapore Branch)
- - a member of the Institute of Company Accountants, Singapore
Read more about the roles and responsibilities of a Singapore Company Secretary at Singapore Company Incorporation.
