What does a Corporate Secretary do?

The corporate secretary is your company's chief compliance officer, ensuring it adheres to Singapore's corporate laws and regulations.

The core duties of a corporate secretary in Singapore include:

Maintain Statutory Registers

The corporate secretary takes charge of your company’s official records, including the register of members, directors, and secretaries.

Perform ACRA Filings

The corporate secretary is responsible for filing the Annual Return and submitting all required updates and changes to company particulars. These include changes in address, directors, and shareholding.

Manage Board and Shareholder Meetings

The corporate secretary manages board resolutions, organises meetings, and documents minutes. This is especially crucial during fundraising rounds.

Handle Corporate Governance

The corporate secretary advises the Board of Directors on their legal and fiduciary duties, ensuring all decisions are compliant with Singapore’s regulations.

Safeguard the Company Constitution

The corporate secretary aligns all company activities with its constitutional documents.

What are the ACRA Requirements and Deadlines for Corporate Secretary Appointment?

ACRA’s requirements for appointing a corporate secretary are clear and non-negotiable. They are as follows:

Deadline

You must appoint a corporate secretary within six months of your company’s incorporation.

Residency

Your chosen corporate secretary must be a natural person who is a resident of Singapore.

Sole Director Rule

A sole director of a company cannot double as your corporate secretary.

How to appoint a Corporate Secretary in Singapore

1. The Board of Directors passes a resolution to appoint the individual or firm.

2. The appointed secretary provides their written consent to act.

3. File the appointment with ACRA via the BizFile+ portal within 14 days.

For most startups, outsourcing this role to a professional back-office provider like Mezzanine Enterprise is the most effective approach.

What to Look for in a Service Provider

For founders focused on growth, knowing how to outsource your corporate secretarial services in Singapore is crucial to help you save time, ensure compliance, and access expertise. When evaluating providers, consider the following:

1. Expertise with Startups and Foreign Companies

Your provider must understand the unique needs of a venture-backed company (e.g., ESOPs, convertible notes, venture debt) or the specific compliance challenges faced by foreign directors.

2. Technology and Efficiency

Modern corporate secretarial services use technology to streamline processes. Look for a provider with a digital platform for signing documents, accessing statutory records online, and receiving automated compliance reminders. This eliminates manual paperwork and saves valuable time.

3. Responsiveness and Proactive Support

Your corporate secretary should be a proactive partner, providing timely advice, flagging potential compliance issues, and responding quickly to your requests. This is especially important during time-sensitive events like fundraising.

4. Integrated Services

Beyond just secretarial support, your provider should handle your registered address, accounting, and payroll, serving as a one-stop solution for all your corporate compliance needs. Mezzanine Enterprise fits the bill, acting as your corporate secretary, bookkeeper, and HR all in one with our comprehensive suite of back-office services.