Key Takeaways
1.
The Singapore Companies Act requires Singapore companies to have a corporate secretary.
2.
Hiring an in-house corporate secretary costs between SGD 60,000 to SGD 100,000 annually.
3.
Outsourcing a corporate secretary usually costs between SGD 300 to SGD 1,500.
A corporate secretary, also known as a company secretary, is required by the Singapore Companies Act. Section 171 of the Companies Act requires all companies in Singapore to appoint a corporate secretary whose main duty is to ensure that the company complies with Singapore’s Company Law.
In Singapore, the corporate secretary is not just a cost for a company. They're like a helper, consultant, and someone who looks out for the company and its owners. The corporate secretary in Singapore is important for making sure the company runs well and succeeds in the long run. Do note that ACRA does hold the corporate secretary equal responsibility in the case of any non-compliance.
Here, we will be going through the main duties and costs of hiring and outsourcing a corporate secretary in Singapore.
What is a Corporate Secretary and the Singapore Companies Act Regulations
On top of being required by the Singapore Companies Act to appoint a corporate secretary, Singapore companies are required to appoint a corporate secretary within six months of company incorporation. The role of a corporate secretary cannot be vacant for more than six months at any given point in time.
There is no requirement as to whether a corporate secretary needs to be in-house or outsourced.
A corporate secretary in Singapore needs to know a lot about the rules and how companies should follow them. They should be experts in Singapore's company laws and be aware of all the documents a company has to submit each year.
The corporate secretary must be in Singapore, whether it's a local or foreign-owned company.
Also, the corporate secretary has to be a regular resident of Singapore. According to the government, this means they should be a Singapore Citizen, a permanent resident, or have an EntrePass. In some situations, an Employment Pass holder with a local address in Singapore can also be seen as a regular resident.
If a private limited company in Singapore doesn't follow the rules, the government might make them pick a new corporate secretary with the qualifications needed for a public company. To be a secretary for a public company in Singapore, the person must meet at least one of these requirements:
- Worked as a corporate secretary for at least 3 out of the last five years before becoming the secretary of a public company.
- Qualified under the Legal Profession Act.
- Registered as a public accountant according to the Accountants Act.
- A member of the Institute of Certified Public Accountants of Singapore.
- A member of the Singapore Association of the Institute of Chartered Secretaries and Administrators.
- A member of the Association of International Accountants.
- A member of the Institute of Company Accountants, Singapore.
🔎 Relevant: Read this guide on how to set up a private limited company in Singapore.
Roles of a Corporate Secretary in Singapore
In Singapore, a corporate secretary has important jobs to do for a company. They help make sure the company follows all the rules and laws. The corporate secretary is like a guide for the company and its leaders, giving advice and making sure everything is done the right way. They play a big role in making sure the company runs smoothly and succeeds in what it does.
Here are the main roles of a corporate secretary:
1. For the Company:
- Makes sure the company and the business activities follow all the rules.
- Protects the company's interests.
- Makes sure the company is governed well.
- Regularly stays at the company's office.
- Keeping and maintaining the statutory registers of the company
2. For Company Directors:
- Gives advice and support to the directors.
- Share information with directors so they can help in meetings.
3. For Company Shareholders:
- Talks regularly with shareholders.
- Protects the shareholders' interests.
- Shares financial statements on time for decisions at the Annual General Meeting.
According to ACRA (Accounting and Corporate Regulatory Authority), the key jobs of a Singapore corporate secretary include:
- Keeping important company records.
- Filing of annual returns and bookkeeping
- Organising board meetings for shareholders and the board of directors.
- Submitting all required documents on time.
- Helping with administrative tasks and keeping minute books for meetings.
- Providing corporate governance, legal, and administrative support to the board.
- Making sure the board's decisions are carried out.
- Ensuring the company follows all the laws.
- Staying updated on legal changes and compliance requirements.
- Communicating well with shareholders.
- Preparing annual general meetings (AGM) with the directors of the company, usually within six months after the financial year ends
Tip: Here's what you need to know about Singapore business registration process.
Cost of Hiring an In-House Corporate Secretary in Singapore
If you're considering hiring a company secretary to work within your company, it's good to know their usual salary. In Singapore, most company secretaries make about SGD 47,000 a year. If they have a lot of experience, they might earn around SGD 83,000 annually. Besides their salary, you also need to consider other things like their vacation time and health insurance.
All in all, they should cost between SGD 60,000 and SGD 100,000, inclusive of all employee benefits and insurance.
Relevant: Find out more about what you need to know about hiring in Singapore in this Singapore Employment Act guide.
Benefits of an In-House Corporate Secretary
Having a corporate secretary in-house in your Singapore company brings lots of benefits:
1. Quick Help
Your in-house secretary is ready to help whenever you need info or assistance.
2. Knows Your Company Well
Being part of the company helps the secretary understand how things work, giving better advice and support.
3. Keeps Secrets and Trusts
In-house secretaries build strong trust with the boss, which is crucial for handling private stuff and important info.
4. Saves Money on Routine Stuff
Having your secretary inside is usually cheaper than hiring from outside for regular tasks, especially if the work is steady.
5. Efficient Communication
Direct communication is easier, fostering efficient collaboration with company directors, stakeholders, and other team members.
6. Cultural Alignment
An in-house corporate secretary is more likely to understand and align with the company's culture, values, and long-term objectives.
Cost of Outsourcing for Corporate Secretarial Services in Singapore
Getting a corporate secretary from an agency is a cheaper option, especially for startups. Companies that offer services let you pick what you need, so it's important to choose one that gives you lots of options. This way, you can change things based on your budget and what your business needs.
Depending on the corporate service provider, corporate secretarial services usually cost between SGD 300 for basic needs and SGD 1,500 for full compliance needs. The pricing greatly differs from hiring an in-house corporate secretary in Singapore.
Benefits of Outsourcing Corporate Secretary
Like hiring an in-house corporate secretary, outsourcing brings lots of benefits, too:
1. Making the Best Use of Limited Resources
Companies often struggle with money, and finding funds for important business tasks is tough. The less a company spends on things that don't directly help the business, the better. When you outsource secretarial roles, you don't have to worry about monthly salaries, bonuses, and benefits for in-house staff. The money saved can then be used to focus on growing the business, making it more efficient and skilled. Outsourcing becomes a smart way for companies to save money in the long run.
2. Reducing Business Risks
Expert secretarial agencies know how to handle all the rules for companies. They manage risks better than in-house secretaries who might not have as much experience.
3. Cost-Effective Approach
Outsourcing corporate secretarial services cut down on costs linked to hiring and training employees, providing office facilities, and covering other expenses. While this might not show immediate savings, over time, it helps minimise spending.
4. Reliable Services Always
Companies providing specialised outsourcing services tend to have skilled and experienced personnel. Outsourcing your secretarial tasks to them ensures quicker and more reliable completion of tasks, benefiting from their proficiency.
5. Peace of Mind
Outsourcing company secretary services isn't just a smart business move; it also brings intangible benefits like peace of mind. Entrusting critical responsibilities to external experts gives assurance to shareholders and top-level management, positively influencing the company's prospects and attracting more investors.
Tips for Choosing a Corporate Secretary
We understand that choosing the right corporate secretary is important for your business, and we hope you understand that after reading through this article. Here are some tips for you to help make the right decision:
1. Know Your Needs
Understand what your company specifically needs from a secretary. Different businesses have different requirements, so figure out what suits yours.
2. Experience Matters
Look for a secretary with experience, especially in Singapore. Someone familiar with local regulations and practices will be more effective.
3. Check for Qualifications
Make sure the secretary has the necessary qualifications and certifications. This ensures they have the right knowledge for the job.
4. Flexibility in Services
Choose a secretary who can adapt to changes. Business needs to evolve, and your secretary should be flexible to accommodate these changes.
5. Legal Compliance Knowledge
Ensure the secretary has a good understanding of legal compliance. This is crucial for keeping your company on the right side of the law.
6. References and Reviews
Check for references or read reviews if possible. Learning from others' experiences can give you insights into how the secretary works.
Final Thoughts
In conclusion, having a corporate secretary in Singapore is compulsory by law if you run a private limited or public company. Depending on your company size and company life stage, consider hiring an in-house corporate secretary or outsourcing them. Each has its own advantages and disadvantages.
Nonetheless, a corporate secretary is needed and having a good secretary will make your life easier, allowing you to expand your company with peace of mind.
FAQs
Are there any differences between a Singapore corporate secretary and a Singapore company secretary?
No, there is no difference between the two. They both refer to the same thing.
Can a foreigner be a corporate secretary in Singapore?
Is a corporate secretary needed in Singapore by law?
