Why You Should Hire a Professional Corporate Secretary

Running a business in Singapore requires more than just a great product or service. It also involves navigating a landscape of strict regulatory and statutory requirements. One of the key compliance roles in this process is that of the corporate secretary—a mandatory appointment for all private limited companies in Singapore under the Companies Act.

While many startups may consider appointing an internal staff member or taking a DIY approach to this role, hiring a professional corporate secretary can save time, reduce risks, and ensure that your company remains in good standing with the authorities.

In this article, we explore why you should consider engaging a professional corporate secretary and how doing so can enhance your company’s compliance, governance, and overall business success.

1. What Is a Corporate Secretary in Singapore?

A corporate secretary is an officer of the company responsible for ensuring the company complies with all statutory obligations, maintains accurate records, and facilitates effective communication between the directors, shareholders, and regulatory bodies.

In Singapore:

• Every company must appoint a corporate secretary within six months of incorporation.

• The corporate secretary must be a resident in Singapore.

• The position cannot be vacant for more than six months.

• Directors of a private limited company can be corporate secretaries, but not if they are the sole director.

2. The Key Responsibilities of a Corporate Secretary

The responsibilities of a corporate secretary include but are not limited to:

• Maintaining and updating statutory registers

• Preparing and filing Annual Returns with ACRA

• Organising and recording Board and Shareholder meetings

• Advising directors on corporate governance and compliance

• Filing changes in directors, shareholders, share capital, and registered address

• Ensuring compliance with the Companies Act and company constitution

Failure to meet these obligations may result in penalties, fines, or legal action.

3. Why You Should Hire a Professional Corporate Secretary

a. Expertise in Compliance and Regulations

Singapore’s corporate regulations are constantly evolving. A professional corporate secretary is trained to stay updated on changes in the Companies Act, ACRA filing requirements, and corporate governance practices.

This ensures your company complies with the latest laws, reducing the risk of errors or non-compliance, which could result in fines or disqualification of directors.

b. Accurate and Timely Filing

Missing a filing deadline—such as the Annual Return—can result in late penalties or even prosecution. A professional corporate secretary has systems in place to track due dates and ensure that all filings are done accurately and punctually.

They also know the proper formats, documentation, and filing procedures, avoiding delays and costly mistakes.

c. Support for Business Owners and Directors

Business owners often wear many hats. Delegating secretarial responsibilities to a professional allows you to focus on growing your business, while someone else ensures that your corporate governance is properly managed.

Professional secretaries can also provide advisory support, helping you understand your duties as a director and guiding you on best practices.

d. Efficient Handling of Corporate Changes

From changes in shareholding to altering the company’s constitution, corporate actions must be properly documented and filed. A professional secretary ensures that such changes are legally executed, properly minuted, and timely submitted to ACRA.

This is especially useful during:

• Share transfers or issuance

• Director appointments or resignations

• Amendments to the company’s constitution

• Mergers, acquisitions, or restructuring

e. Maintaining Corporate Records and Registers

By law, companies must maintain a range of registers, including:

• Register of Members

• Register of Directors

• Register of Charges

• Register of Controllers (RORC)

A professional corporate secretary ensures these records are accurate, securely stored, and readily available for inspection when required.

4. Avoiding Costly Mistakes and Penalties

Non-compliance can lead to serious consequences. Here are a few examples of potential penalties:

• Late filing of Annual Returns: Up to S$600 per year

• Failure to hold AGMs or lodge resolutions: Fines or prosecution

• Inaccurate statutory records: Legal complications in disputes or audits

Hiring a professional ensures that your company avoids such costly errors, giving you peace of mind.

5. Corporate Governance and Risk Management

A professional corporate secretary plays an important role in advising the board on governance matters. They help ensure that decisions are properly documented, ethical practices are followed, and risks are minimised.

In a world where transparency and accountability are increasingly important to stakeholders and investors, good corporate governance can give your business a competitive edge.

6. Support During Fundraising or Exit Events

If your company is preparing for fundraising, applying for government grants, or planning for an acquisition or IPO, proper documentation and a clean statutory record are essential.

A professional corporate secretary helps prepare and present your company’s structure in a clear and compliant manner, which builds confidence among investors, banks, and regulatory bodies.

7. Value for Money

Many business owners worry about the cost of hiring a professional. However, secretarial services in Singapore are affordable, especially when compared to the potential cost of fines and penalties for non-compliance.

Corporate secretarial firms often offer:

• Annual retainer packages

• Customised services based on company size and complexity

• Bundled solutions including incorporation, accounting, and tax services

The cost is easily justified by the value they provide in risk mitigation, time savings, and compliance assurance.

8. When You Must Appoint a Professional

Certain scenarios require appointing a professional corporate secretary:

• When the company has only one director, the director cannot be the secretary.

• When your business undergoes complex restructuring or legal changes.

• When external investors demand professional governance standards.

9. Choosing the Right Corporate Secretarial Firm

Here are a few tips to help you choose a reliable professional corporate secretary:

• Check their credentials: Look for firms registered with ACRA and staffed with qualified professionals.

• Look for experience: Choose a provider that understands your industry and company structure.

• Evaluate responsiveness: Timely advice and support are essential for smooth operations.

• Consider full-service firms: Providers that also handle accounting, tax, and payroll can offer better integration and efficiency.

10. Conclusion

Hiring a professional corporate secretary is not just a matter of regulatory compliance—it’s a strategic move that strengthens your company’s foundation. From ensuring accurate filings and maintaining statutory records to advising on governance and facilitating growth activities, a professional secretary plays a vital role in your business success.

For startups and SMEs in Singapore, this role is especially critical. By outsourcing to an experienced professional or firm, you not only save time and resources but also protect your company’s reputation and future.