Company secretaries play key roles in firms across Singapore. Without their contributions, many companies would find it difficult or even impossible to conduct normal operations. But is it possible for a company to operate without a company secretary, and if so, which ones?

Which Companies Do Not Require Company Secretary?

For any company, the role of a company secretary is absolutely crucial. Company secretaries perform important tasks for the company, the company’s directors, and the company’s shareholders. Company secretaries help their companies by ensuring the fulfilment of all statutory obligations, practice of proper corporate governance, and protection of the company’s corporate interests. They also advise directors on important business matters and provide any necessary practical support. They are also to share all relevant information with the company’s directors. With this information, the directors can then be more active and engaged during board meetings. Company secretaries must also frequently communicate with the company’s shareholders. They must do so in order to protect the interests of the company. Company secretaries are to inform shareholders about the details of financial statements. Once shareholders receive this information, they will be more able to play a more active role in important company meetings.

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E A S I E R • F A S T E R • B E T T E R

In Singapore, every company is legally obligated to have a company secretary. The decision about who is to be appointed as the company secretary is to be made by the board of directors. According to Singapore’s Companies Act and the Accounting and Corporate Regulatory Authority (ACRA), which regulates public accountants, business entities, and corporate service providers across the country, all companies based in Singapore are required to appoint a company secretary. This step has to be taken within the six-month period immediately following the incorporation of the company. The person to be appointed as the company secretary must be a resident of Singapore. This person also cannot be the only director of the company. However, a person who is a resident of Singapore and one of multiple company directors is allowed to be appointed as the company secretary.

If the company in question is a public company, there are further requirements of one who is to be appointed as the company secretary. According to Section 171 (1AA) of the Companies Act, this person must be one of the following: a company secretary of a company for at least three of the five years immediately before appointment at the public company; a public accountant registered under the Accountants Act; a qualified person under the Legal Profession Act; or a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators (SAICSA); the Institute of Company Accountants, Singapore;  the Institute of Certified Public Accountants of Singapore (ICPAS), or the Association of International Accountants (Singapore Branch). Although these qualifications are only mandated for public company secretaries, other companies are also encouraged to appoint company secretaries who fulfill these qualifications.

According to a statement on ACRA’s website, in cases in which a company has been found to be non-compliant with existing laws, the company secretary may be held liable. This is because it is the responsibility of the company secretary to ensure that the company remains legally compliant. Regarding this matter, the company secretary’s duties include keeping the directors updated about changes to any relevant laws, as well as informing the directors about all of the company’s statutory and compliance requirements and the related deadlines that need to be met.