Step-by-Step Guide to Changing a Company Secretary in Singapore - Master the Key Steps with Ease!

A Comprehensive Guide to Changing a Company Secretary in Singapore Master Every Key Step with Ease!

For business owners operating in Singapore, it's well understood that a company secretary plays a crucial role in corporate governance. According to the Singapore Companies Act, every registered company must appoint a qualified company secretary within six months of incorporation. This secretary must be a habitual resident of Singapore. However, in practice, companies may need to replace their current secretary for various reasons.

So, how can you efficiently and legally complete the process of changing your company secretary? This article provides a detailed breakdown of the entire procedure, enriched with recent industry updates, so you can confidently navigate each key step.

1. Why Change a Company Secretary?

The company secretary is responsible not only for ensuring legal compliance but also for managing annual filings, recording board meetings, communicating with shareholders, and other critical duties.

Common reasons for replacing a secretary include

The current secretary resigns or is no longer able to perform their duties;

Business expansion requires more specialized secretarial services;

Dissatisfaction with existing service quality;

Seeking a more cost-effective service provider.

Understanding the reason behind the change helps clarify your needs and choose a new secretary accordingly.

2. Legal Requirements for a Company Secretary in Singapore

According to Section 171 of the Singapore Companies Act, all private limited companies must have at least one company secretary who

Is a Singapore citizen, permanent resident PR, or holds a valid work pass e.g., Employment Pass or S Pass;

Possesses relevant qualifications or experience, such as knowledge of corporate laws and financial reporting;

Cannot be the sole director of the company - if there’s only one director, they cannot also serve as the secretary.

The secretary can be an individual or a professional firm offering secretarial services. Many SMEs prefer to outsource this function to professional secretarial firms.

3. The Step-by-Step Process of Changing a Company Secretary

Step 1 Board Decision Notification to Outgoing Secretary

The company’s board of directors should first pass a resolution to remove the current secretary. A written notice should be issued to the outgoing secretary, and the decision should be recorded in internal company documents.

Step 2 Appointment of the New Secretary

Following the removal, the board must pass another resolution formally appointing the new secretary. Before accepting the appointment, the new secretary must confirm that they meet the legal eligibility criteria.

Step 3 Filing with ACRA

The Accounting and Corporate Regulatory Authority ACRA is the official registry for corporate information in Singapore. After the change, the company must submit the following documents through ACRA’s BizFile+ system within 14 days

Form 48 - Notice of Change of Secretary;

Identity and residential proof of the new secretary;

Copy of the board resolution appointing the new secretary.

Failure to comply may result in penalties or legal consequences.

Step 4 Update Internal Company Records

In addition to filing with ACRA, internal records such as the register of officers and relevant sections of the company’s constitution must be updated to reflect the change.

4. Common Questions and Key Considerations

✅ Can a company temporarily operate without a secretary?

While the law allows a short period without a secretary, the vacancy cannot last more than 6 months. Failure to appoint a new secretary within this time frame may lead to fines or regulatory scrutiny.

✅ Can I act as my own company secretary?

Yes, provided you are a Singapore resident and not the sole director of the company. However, due to the complexity and compliance risks involved, hiring a professional is often recommended.

✅ Is a contract necessary with the secretary?

Although not legally required, it’s advisable to sign a formal agreement-especially when engaging an external secretarial firm-to define responsibilities, fees, confidentiality clauses, and other terms clearly.

5. Industry Trends and Developments

In recent years, with the continuous improvement of Singapore’s startup ecosystem, more startups and foreign companies have chosen to establish operations here. This has driven rapid growth in the secretarial services sector.

According to The Straits Times, by the end of 2025, over 2,000 firms in Singapore offer corporate secretarial services, leading to increasingly competitive market conditions.

Meanwhile, ACRA has been pushing forward digital transformation initiatives. For example, since 2025, all changes of company secretary must be submitted electronically, with paper forms no longer accepted. This shift improves efficiency and reduces errors.

More professional secretarial firms now offer one-stop services, covering company registration, annual audits, tax filings, and more-helping businesses save time and administrative costs.

6. How to Choose the Right Secretarial Service Provider

When selecting a secretarial service, consider the following factors

1. Qualifications and Experience Does the provider hold ACRA-recognized credentials? Do they have experience handling similar companies?

2. Service Scope Are customized solutions available? Can they cater to specific business needs?

3. Transparent Pricing Is the fee structure clear? Are there any hidden charges?

4. Client Reviews Check online platforms for customer feedback.

5. Responsiveness Can the provider respond promptly, especially during urgent matters?

Conclusion

Changing a company secretary in Singapore is a routine yet vital administrative task that involves legal compliance, procedural accuracy, and effective management. Understanding the requirements and following the correct steps ensures smooth corporate governance.

For those unfamiliar with the process, partnering with a professional secretarial service is a smart and reliable choice. In today’s competitive business environment, a competent and experienced secretary can help mitigate risks and enhance overall operational efficiency.

We hope this guide provides you with a clear roadmap to successfully transition your company secretary.