How Do I Change My Company Secretary in Singapore?

Running a business in Singapore comes with certain legal requirements, including appointing a company secretary. Under the Accounting and Corporate Regulatory Agency (ACRA) rules, every incorporated company must have a qualified secretary within six months of registration.

Beyond the administrative tasks, your company secretary plays a pivotal role in ensuring regulatory compliance, maintaining up-to-date filings, and providing valuable governance advice to the directors.

But what if you need to make a change? Aside from personal circumstances like retirement or health issues, underperformance is a common reason businesses in Singapore opt to change their company secretaries.

In such cases, it’s essential to approach this transition strategically. Careful planning can help prevent disruptions to your company’s compliance schedule and ensure the smooth continuity of your operations.

Identifying When a Change in Company Secretary is Needed

Deciding to change your company or corporate secretary is not a decision to be taken lightly. Here are some reasons that might indicate a need for change:

• They do not communicate timely and effectively, which can significantly disrupt decision-making processes.
• You constantly need to fact-check and follow up on every task you assign them, indicating a lack of reliability.
• They consistently miss deadlines, causing your company to incur fines and potentially damaging its reputation.
• They provide inappropriate advice on regulatory matters, risking compliance violations that could affect your business.

• Their skills are not aligned with the needs of organisational restructuring.
• They struggle with adapting to new technologies, which is crucial in maintaining operational efficiency.
• They lack the necessary experience or capability to manage the scale of a growing company.
• There is a noticeable cultural misfit, impacting team cohesion and overall morale.
• Serious legal or ethical breaches committed by the company secretary can warrant immediate replacement to safeguard the company’s integrity.

Eligibility Criteria for a Company Secretary in Singapore

Under ACRA regulations, your company secretary must meet two fundamental requirements:

• The individual must be a resident of Singapore.
• The person appointed cannot be the sole director of the company.

However, simply meeting these legal prerequisites may not be enough. Given the secretary’s critical role in governance and compliance, you should look for candidates with professional qualifications that demonstrate their expertise. Ideal candidates typically include:

• Having a background in law, which ensures a thorough understanding of legal frameworks and corporate governance.
• Extensive finance and accounting knowledge for managing financial records and compliance accurately.
• 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 (SAICSA).

Key Considerations Before Changing Your Singapore Company Secretary

Timing is critical when changing your company secretary. It is strongly advised to avoid initiating this transition close to crucial regulatory deadlines, as this could disrupt your compliance schedule and overall business operations.

Therefore, before making a change, carefully consider the following key periods:

• Annual General Meeting (AGM) deadline: Ensure a company secretary is in place to manage the administrative tasks and documentation required for a timely AGM is essential.
• Financial audit finalisation period: The company secretary often plays a role in liaising with auditors and ensuring the smooth completion of the financial audit. Changing secretaries during this period could cause delays.
• Annual Return submission deadline to ACRA: Missing the deadline for submitting your Annual Return can result in penalties. Having a stable secretarial function during this time is crucial for timely filing.

To ensure a seamless transition and continuous coverage of secretarial duties, it is highly recommended that you have already identified and secured a suitable replacement company secretary before formally removing or replacing the incumbent. This proactive approach will help maintain operational efficiency and prevent any gaps in compliance oversight.

Step-by-Step Guide to Changing a Company Secretary in Singapore

When the need arises to change your company secretary, the first course of action should ideally be to negotiate a voluntary resignation. This method is often the most efficient, facilitating a seamless transition to a new secretary. If a voluntary departure isn’t possible, the board of directors can terminate the current secretary’s services.

Following the decision to change secretaries, it is crucial to formally notify ACRA and submit the required documentation to register this change. The new secretary can aid in compiling these documents, which typically include:

• A resignation letter from the outgoing secretary or a formal termination notice if necessary.
• A Directors’ Resolution in Writing (DRIW), which should document both the termination of the former secretary and the appointment of the successor.
• Form 45B, completed by the incoming secretary, indicating their acceptance of the role.
• An official filing with ACRA to mark the change, noting either the resignation or the termination of the previous company secretary.

It’s important to note that under the Singapore Companies Act, the secretary position cannot be vacant for more than six months. Therefore, companies should arrange a seamless transition where the resignation or termination of the previous secretary and the appointment of the new one occur in close succession.

Keeping your company’s records updated throughout this process is also vital to prevent any legal issues or administrative confusion.

The Importance of Hiring an Effective Company Secretary

An underqualified or incompetent company secretary exposes your business to significant compliance risks—from statutory filing errors to missed regulatory deadlines, which can lead to penalties from ACRA. These oversights not only have financial repercussions but can also tarnish your company’s reputation with regulators and stakeholders.

But with a reliable secretary on your side, governance processes are streamlined, and compliance requirements are meticulously managed. This efficiency allows the board of directors to devote more attention to strategic goals rather than getting bogged down by regulatory details.

Essentially, a proficient company secretary is central to the smooth operation of your company, empowering the rest of the team to focus on propelling the business forward.

Moving Forward with the Right Company Secretary

If you’re set on changing your company secretary, Segovia is here to assist you in ensuring a smooth and compliant transition. As a trusted company or corporate secretary provider in Singapore, we are committed to delivering excellence with our team of qualified, skilled, and dedicated professionals. Our secretaries don’t just fill the role—they become strategic partners in your corporate governance.

Beyond our secretarial services, we also provide other onshore and offshore corporate services, including company incorporations, accounting and banking assistance, and other essential corporate needs.

Contact Segovia today to partner with experts who are dedicated to your business’s success.