Most new company directors know they need to appoint a company secretary. Fewer are clear on what does a company secretary do day-to-day – and why the role exists as a legal requirement rather than an optional administrative service. This article explains the role plainly so you know exactly what you’re getting and what to expect.
What does a company secretary do? The legal basis first
Under Section 171 of the Singapore Companies Act, every company must have a company secretary appointed within 6 months of incorporation. The position cannot be left vacant for more than 6 months. The penalty for non-compliance is a fine of up to S$1,000 for the company and each officer in default.
Beyond the penalty: many corporate actions require the company secretary’s involvement, and some filings can only be made by a registered ACRA filing agent acting on the company’s behalf.
What does a company secretary do: core responsibilities
Maintaining statutory registers
Every Singapore company must keep a set of statutory registers – legal records of the company’s ownership, management, and structure. What does a company secretary do to maintain these? They keep updated records including the Register of Members (who owns shares and how many), Register of Directors and Secretaries, Register of Charges, Register of Controllers (ultimate beneficial owners), and minute books. When any change occurs – new shareholder, director resignation, share transfer – the register must be updated.
Filing with ACRA
The company secretary is the company’s interface with ACRA. Key filings include the annual return (within 7 months of financial year end for most private companies), director appointments and resignations, changes to shareholding, changes to registered address, business activity changes, and allotment or transfer of shares.
Preparing corporate resolutions
When directors or shareholders make formal decisions, those decisions need proper documentation through resolutions. Common examples: opening or closing a bank account, authorising a significant contract, appointing or removing a director, approving financial statements, issuing new shares, declaring a dividend, or changing the financial year end. The company secretary drafts the resolution, circulates it for signature, and files it in the minute book. Without proper resolutions, decisions may not be legally enforceable.
Circulating financial statements to shareholders
Private companies that take the AGM exemption (most do) must circulate financial statements to all shareholders within 5 months of the financial year end. The company secretary manages this process.
Monitoring compliance deadlines
A good company secretary tracks the compliance calendar and alerts directors in advance – annual return due date, ECI deadline, GST filing dates, work pass renewals – not just for filings they directly handle, but across the regulatory landscape affecting the company.
What the company secretary does NOT do
The role gets confused with related functions. To be clear: the company secretary is not a personal assistant – the role is specifically about corporate governance and compliance. The company secretary doesn’t prepare financial statements or file taxes (that’s your accountant). They don’t advise on business strategy or commercial decisions. They’re not responsible for payroll or HR. They can advise on how to document a decision properly, but not whether to make it.
The sole director problem
If your company has only one director, that director cannot also be the company secretary. These must be different people. So even if you’re a solo founder, you need to appoint someone else. In practice, most solo founders use a corporate secretarial firm.
Who typically provides these services
Most Singapore SMEs use a corporate services firm rather than appointing an individual. Reasons: professional firms have ACRA filing agent status, have systems that reliably track deadlines, eliminate continuity problems if a staff member leaves, and are typically cheaper than employing a qualified individual in-house. The cost for a straightforward private company: S$300 to S$900 per year.
What to expect from your company secretary
At minimum: file the annual return before the deadline every year, update ACRA promptly when company information changes, prepare resolutions when needed, maintain statutory registers properly. Beyond the minimum: a good company secretary proactively keeps you informed about upcoming deadlines, flags Companies Act changes that affect your company, and identifies when something needs a formal resolution before you proceed. If your current company secretary just files the annual return and goes quiet for the rest of the year, you’re getting compliance without advisory.
For a full overview of company secretarial obligations and costs, see our company secretary Singapore guide.
Getting your company secretarial function set up properly
Abacus provides company secretarial services for Singapore companies. Whether you’re incorporating a new company or switching from your current provider, get in touch to discuss what’s involved.
