Requirements To Be a Company Secretary in Singapore

Who Can Be a Company Secretary in Singapore?

To become a Company Secretary in Singapore, there are a few basic qualifications you need to meet. According to the Singapore Companies Act, every company must appoint a Company Secretary within six months of incorporation. The individual must:

• Be a Singapore resident (a citizen or permanent resident)
• Be at least 18 years of age
• Have the necessary knowledge and expertise for the role

For public companies, the requirements are more stringent. The secretary must meet at least one of the following criteria:

• Have held the position of company secretary for at least 3 of the past 5 years
• Be a qualified person under the Legal Profession Act 1966
• Be a public accountant or a member of:
  • The Institute of Singapore Chartered Accountants
  • The Chartered Secretaries Institute of Singapore
  • The Association of International Accountants (Singapore Branch)
  • The Institute of Company Accountants, Singapore

These qualifications ensure that public company secretaries have the necessary expertise to handle the more complex regulatory and governance responsibilities that come with the role.

Can a Director or Shareholder Be a Company Secretary?

Yes, but with conditions. A director can be the Company Secretary only if the company has more than one director. If there’s only one director, that person cannot also be the Company Secretary. This separation of roles is crucial to ensure proper checks and balances within the company.

For shareholders, there is more flexibility. As long as the individual meets the legal requirements and is not the sole director, a shareholder can also serve as the Company Secretary. However, since the Company Secretary's role involves corporate governance, they must act in the company's best interest, even if they hold shares.

Can a Company Secretary Work Abroad?

Yes, a Company Secretary can technically work abroad, but there’s a catch. The law requires the Company Secretary to be a resident of Singapore. This means that even if the secretary is working remotely from another country, they must maintain their Singapore residency status.

For companies hiring external professionals or corporate secretarial services, it’s common for secretaries to handle responsibilities remotely, but their official status must always align with local residency requirements.

Can One Be a Company Secretary Part-Time?

Absolutely. In fact, many small to medium-sized enterprises (SMEs) in Singapore opt to hire part-time or outsourced Company Secretaries. This allows companies to stay compliant without needing a full-time employee solely focused on secretarial duties.

Part-time Company Secretaries, including those hired from corporate secretarial firms, are expected to handle critical tasks such as filing annual returns, maintaining company records, and ensuring compliance with ACRA (Accounting and Corporate Regulatory Authority). Whether full-time or part-time, the obligations remain the same.

Who Appoints the Company Secretary?

The Company Secretary is appointed by the board of directors. This appointment is typically discussed and decided during a board meeting and must be documented in the company’s records. Once appointed, the Company Secretary becomes responsible for ensuring that the company complies with local regulations, maintaining proper documentation, and serving as the bridge between the company and authorities like ACRA.

In many ways, the Company Secretary is the backbone of a company’s compliance efforts. Whether part-time, full-time, or working abroad... their role is indispensable.

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