Step 1: Choose Your Corporate Secretary

Start by deciding whether to hire an in-house corporate secretary or engage an external corporate service provider (CSP). Most startups and SMEs outsource to a CSP that appoints a qualified, ordinarily resident Singaporean to serve as their corporate secretary and handle ACRA filings.

At Mezzanine Enterprise, our corporate secretary service is lawyer-backed, supported by our legal partner Eastern Mezzanine Law Corporation. From S$35 a month, explore our corporate secretary service here.

Step 2: Confirm Eligibility and Gather Your Corporate Secretary's Details

Before signing a contract, check that your chosen corporate secretary is legally authorised. Your corporate secretary must:

• Be an individual, not a company

  • If you use a CSP, it must name a corporate secretary to serve you

• Be a registered filing agent

  • Mezzanine Enterprise is an ACRA Registered Filing Agent (No. FA20260158)

• Be ordinarily resident in Singapore

• Not be your company's sole director

• Have the knowledge and experience to do the job; public companies face stricter qualification rules under Section 171(1AA)

Once you verify these details, collate your appointee's profile with the following information:

1. Full name

2. NRIC or FIN

3. Residential address

4. Contact details

If you're outsourcing to a CSP like Mezzanine Enterprise, we will provide you with your new corporate secretary's details. We'll also perform identity checks on your directors and shareholders to ensure complete compliance with all local laws.

Step 3: Have Your Directors Pass a Resolution to Appoint the Corporate Secretary

As set out in your company's constitution, your board of directors must formally appoint your new corporate secretary. Under the Model Constitution, "the secretary must be appointed by the directors in accordance with the Act." This is usually done via a written directors' resolution signed by every director, or minuted at a board meeting.

Ensure your resolution states:

1. Name of the corporate secretary

2. Date of the appointment

3. (If a CSP files for you) Your CSP's authority to represent your company

4. (If replacing your secretary) Your outgoing corporate secretary's cessation date

Step 4: Get Your New Corporate Secretary's Written Consent to Act

Your appointee must then confirm in writing that they agree to act as your corporate secretary, usually by signing Form 45B (Consent to Act as Secretary). Get this signed on or before the date in the resolution. Keep a signed copy of the form with your company records at the registered office.

Step 5: File the Appointment with ACRA on BizFile+ Within 14 Days

File the appointment details with ACRA within 14 days of the appointment, endorsed by your new corporate secretary. If they don't endorse within 14 days, ACRA may reject the update.

Step 6: Update Your Records and Submit Your Company's Files

Once ACRA accepts the appointment, your new corporate secretary will appear in your company's official business profile. Keep the signed resolution, consent form, and the BizFile+ acknowledgement together with your company records.

Agree on the next deadlines with your new corporate secretary, such as your AGM and annual return. If one has already slipped, see what to do if you miss an ACRA filing deadline.

Step 7: (If Replacing) Finalise the Handover with Your Outgoing Corporate Secretary

If you're replacing your corporate secretary, ask the outgoing one to hand over the following documents:

• Statutory registers and minute book

• Your company's constitution and any share certificates

• Copies of past ACRA filings

• Other pending documents

What Your Corporate Secretary Does For You

Once appointed, your corporate secretary manages your company's statutory registers, files your annual returns, and prepares board and shareholder meetings and resolutions. For the full list, read our article on what a corporate secretary does in Singapore.

In-House Secretary vs. Outsourced Corporate Secretary: Which Works Better?

When fulfilling your statutory obligations, you will need to decide whether to hire an internal employee or partner with a professional service provider. Here is how the two approaches compare:

For a deeper comparison, check out our article comparing outsourced vs in-house corporate secretary.

How Much Does a Corporate Secretary Cost?

Note: Mandatory ACRA fees are official regulatory disbursements set by the Singapore government. Engaging an experienced Registered Filing Agent (RFA) like Mezzanine Enterprise ensures filings are prepared correctly and submitted on time, protecting your company from costly late filing penalties.