How To Change Company Secretary In Singapore

  • Post category:Singapore

To comply with the Accounting and Corporate Regulatory Agency’s (ACRA) operational requirements, companies that have incorporated in Singapore must appoint a company secretary within six months. Company secretaries make sure their employers adhere to legal and regulatory requirements. They also assist board members in understanding their responsibilities and operating within the boundaries of their roles.

How to change Company Secretary in Singapore

Aside from retirement, death, or illness, the majority of Singaporean businesses replace their secretaries due to non-performance. You must replace your secretary as soon as possible to avoid missing important regulatory deadlines. 

REASONS FOR CHANGING A SINGAPORE COMPANY’S CORPORATE SECRETARY

A company may consider changing its corporate secretary for several reasons, including:

  • The current secretary’s poor verbal and interpersonal skills
  • The secretary’s failure to give appropriate guidance and advice regarding ongoing compliance with regulatory requirements
  • Excessive extra fees that the secretary charges (in addition to the annual retainer fee)
  • The inability of the Secretary to offer additional services—like registered office or nominee director services—that the business needs.

MANDATORY REQUIREMENTS FOR A COMPANY SECRETARY IN SINGAPORE

Mandatory Singapore Private Limited Company Secretary Requirements There are only a few requirements that companies need secretaries to satisfy. They have to meet two requirements: they can’t be the only directors of their company, and they have to be Singaporean citizens.

A company secretary is accountable for a wide range of tasks. Therefore, requirements are higher than those of private businesses. An ideal candidate would be someone who meets any of the following requirements:

  • Someone who satisfies the Legal Profession Act’s requirements.
  • A member of the Institute of Chartered Secretaries and Administrators (SAICSA) association in Singapore.
  • A fellow of Singapore’s Institute of Certified Public Accountants.
  • A public accountant in good standing who is registered under the Accountants Act.

A corporate secretary needs to be knowledgeable about the Singapore Companies Act and accounting principles due to the nature of their work. For this reason, a lawyer or accountant is a better fit for this position than someone from another profession. Given that SAICSA is Singapore’s corporate secretaries’ governing body, it would be even better if you could hire someone with this qualification.

WHAT ARE THE ROLES AND RESPONSIBILITIES OF A CORPORATE SECRETARY?

For businesses that have a corporate secretary on staff but aren’t sure if they’re performing the job that all corporate secretaries should be doing, the basic routine duties of a corporate secretary would include the following, depending on the needs of the company:

  • Maintain and update the minute books and registers of the business;
  • Administer, attend and prepare minutes of meetings of directors and shareholders;
  • Assist the meeting’s chairman in conducting the meetings;
  • Make sure that the Companies Act’s statutory requirements are being followed;
  • Make sure the Memorandum and Articles of Association (“M&AA”) of the company are followed;
  • Guide the company regarding changes within the organization and handle the necessary electronic filings with the ACRA within the ACRA’s specified timeframes;
  • Certify the company’s records at the auditors’ request for their annual statutory audits;
  • Make sure the company seal is used appropriately and is kept safe, if applicable; and
  • Communicate to the company and its directors any relevant changes in statutory law on a timely basis.

Additionally, an effective company secretary will offer the following extra services to the business:

  • Give the company’s directors timely reminders so they are aware of the dates for filing annual returns and any other returns that need to be submitted to ACRA;
  • Act as an intermediary for the Company’s specific needs with the appropriate Authority such as IRAS, Stock Exchange and ACRA, etc;
  • Assist in drafting Directors’ Resolutions in Writing for non-routine matters, such as situations where the company signs a corporate guarantee, or tenancy agreements etc.

THINGS TO CONSIDER BEFORE CHANGING A COMPANY SECRETARY IN SINGAPORE

Considerations Prior to Altering a Company Secretary In Singapore

Before going through the steps involved in selecting a new company secretary, it’s important to stress that the timing of this decision needs to be carefully considered. Companies should avoid doing so near certain regulatory deadlines, given that the current secretary might not wish to step down voluntarily. These include:

  • Deadlines for holding their Annual General Meeting (AGM).
  • Deadlines for finalising and preparing their audited reports.
  • Deadlines for submitting their Annual Return to ACRA.

You can proceed with the change with no risk if your company has at least one month before these deadlines. Additionally, it is preferable to have a new replacement ready before letting the current one go. Additionally, the new individual can assist in facilitating the process of replacing the current secretary.

PROCESS OF CHANGING A COMPANY SECRETARY IN SINGAPORE

Getting the company secretary to voluntarily resign is an important first step in replacing them. This is the best course of action because it will save a significant amount of time and allow a seamless handover for the replacement. If the current secretary refuses to step down voluntarily, the appointment may be terminated by the board of directors or another appropriate authority figure.

The next step is notifying ACRA of the change and filing the required paperwork. In this regard, the new secretary may assist. The necessary documents are as follows:

  • Resignation letter or letter of termination of employment of the previous secretary.
  • A new secretary is appointed, and the previous secretary’s employment is terminated through Directors’ Resolutions in Writing (DRIW).
  • Form 45B, where the new secretary indicates their willingness to accept the role.
  • A document filed with ACRA announcing the former secretary’s resignation or termination.

The Companies Act of Singapore states that a company cannot fill a secretary position for longer than thirty days at a time. For this reason, the appointment and the termination or resignation should happen at the same time. To avoid a complex legal dispute, businesses must also maintain up-to-date books and accurate records.

WHY IS IT IMPORTANT TO HAVE A GOOD CORPORATE SECRETARY?

The company and its directors are frequently the ones who suffer the most when a registered business violates any government regulations. In addition to the plenty of money that is usually needed to resolve non-compliance issues, the company’s reputation could be negatively impacted, particularly concerning its shareholders.

In accordance with ACRA guidelines, directors of companies must appoint a capable secretary to act on their behalf. Making a wise decision will ease everyone’s mind and allow the company to focus on completing its other commitments. 

Refer to Singapore company incorporation if you wish to start a new company in Singapore.

Reach out to us at Relin Consultants – Leading Global Business Set Up Partners for further assistance.

FAQs

What is the ever-changing role of the company secretary?

Corporate leadership. The duties of the company secretary have expanded significantly beyond what is required by law. The company secretary carries the primary responsibility for creating and carrying out procedures that uphold and encourage sound corporate governance.

Why would I need to change my Company Secretary?

A limited company may need to fire its company secretary for several reasons. This might occur as a result of a shift in the needs of the company, poor performance, misconduct, or the resignation of the company secretary.

Who can be appointed as a Company Secretary in Singapore?

A company secretary in Singapore must fulfill specific requirements. The applicant needs to be a local resident, which includes having an Employment Pass, being a Singaporean resident, a  permanent resident, or having a dependent. Additionally, they should be well-versed in the Singapore Companies Act.

How do I remove a company secretary in Singapore?

Generally speaking, a company does not need the company secretary to submit a resignation letter to fire them via a board resolution. The company has 14 days from the date of the board resolution’s passing to file a cessation of company secretary with ACRA.

What are the penalties for not informing ACRA about the change in Company Secretary?

Failure to Notify ACRA about the change in Company Secretary will cost a fine of up to S$5,000.