Incorporating a company in Singapore is one of the smartest moves for aspiring entrepreneurs and business owners. Thanks to its world-class infrastructure, strategic location, low corporate tax rate, and business-friendly policies, Singapore continues to rank as one of the best places in the world to start and grow a business.
However, beneath this streamlined environment lies a strict regulatory framework. To remain compliant and avoid costly missteps, having a corporate secretary is not only advisable—it’s legally required.
In this article, we explore the key ways a corporate secretary supports the incorporation process and ensures your company starts off on the right legal and operational footing.
1. Legal Requirement: Corporate Secretary Must Be Appointed
What the Law Says
Under the Singapore Companies Act, every private limited company must appoint a corporate secretary within six months of incorporation. This person must be a resident of Singapore and have the relevant experience, qualifications, or knowledge to discharge their duties effectively.
For public companies, the appointment must be made immediately after incorporation.
Why This Matters
Without a corporate secretary in place, your company risks non-compliance, fines, and even legal action. It’s a crucial role that supports the directors in meeting their regulatory obligations.
2. Preparing and Submitting Incorporation Documents
A corporate secretary plays a key role in helping entrepreneurs through the actual process of incorporation with ACRA (Accounting and Corporate Regulatory Authority).
Tasks Include:
- Checking the availability of and reserving your preferred company name
- Preparing your company constitution (formerly known as the Memorandum and Articles of Association)
- Assisting with KYC (Know Your Customer) documentation for directors and shareholders
- Preparing and filing Form 45 (Consent to Act as a Director) and Form 49 (Particulars of Directors, Managers, and Secretaries)
- Submitting the BizFile+ application for incorporation
Why This Matters
Errors in your incorporation documents can lead to delays, name rejection, or compliance issues later. A corporate secretary ensures that your incorporation is done accurately and professionally.
3. Structuring Your Shareholding and Directorship Properly
During incorporation, you must determine the initial share capital, shareholder percentages, and the appointment of directors.
A corporate secretary advises on:
- Appropriate shareholding structures based on your goals (e.g., fundraising, control)
- How to divide paid-up capital among shareholders
- The legal responsibilities of directors and how to choose the right people
- The pros and cons of appointing nominee directors or shareholders
Why This Matters
Poorly planned structures can result in internal conflicts, legal disputes, or roadblocks during future investment rounds. A professional corporate secretary helps set the foundation right from Day One.
4. Drafting Initial Resolutions and Company Constitution
Upon incorporation, your company needs initial board resolutions to:
- Approve the appointment of directors and the corporate secretary
- Approve the issuance of initial shares
- Approve the adoption of the company constitution
- Open a corporate bank account
A corporate secretary prepares these documents with legal accuracy and ensures they are recorded in the company’s statutory registers.
5. Maintaining Statutory Registers from Day One
From the moment your company is incorporated, you are required to maintain statutory registers, such as:
- Register of Members (Shareholders)
- Register of Directors and Secretaries
- Register of Share Allotments
- Register of Charges (if applicable)
A corporate secretary ensures these registers are set up and maintained in accordance with ACRA regulations.
Why This Matters
These records are essential during audits, due diligence, investor queries, or any legal proceedings. Having them properly managed from the beginning saves time and prevents headaches later on.
6. Opening a Corporate Bank Account
Most Singapore banks will require:
- A board resolution approving the bank account opening
- A copy of the company’s BizProfile
- Company Constitution
- Identification documents of directors and shareholders
A corporate secretary helps prepare the necessary resolutions and supports you through the bank’s KYC and onboarding process.
Why This Matters
Delays in bank account setup can stall operations, sales, and vendor payments. A secretary who knows the ropes can fast-track this crucial step.
7. Business Licences and Regulatory Filings
Depending on your industry, you may need to apply for business licences or regulatory approvals. For example:
- F&B businesses need licences from the Singapore Food Agency (SFA)
- Recruitment firms require a licence from the Ministry of Manpower (MOM)
- Travel agencies must register with the Singapore Tourism Board (STB)
A corporate secretary helps identify which licences are needed and assists with the application and supporting documentation.
8. Registering for GST, CPF, and Other Schemes
In certain cases, your new company may need to register for:
- GST (Goods and Services Tax): Mandatory if projected turnover exceeds S$1 million
- CPF (Central Provident Fund): Required if you hire local employees
- SkillsFuture or Enterprise Singapore Grants: For support in training or expansion
A knowledgeable corporate secretary guides you on the correct filings and ensures deadlines are met.
9. Guiding You Through Ongoing Compliance
The incorporation process is just the beginning. Once your business is live, you’ll need to:
- File your Annual Returns
- Hold AGMs (or file dispensation if exempted)
- Update ACRA on any company changes
- Prepare financial statements
- Submit corporate tax filings
A good corporate secretary offers ongoing support, making sure that compliance is not a burden, but a seamless part of your business operations.
10. Offering Cost-Efficient Support for Startups and SMEs
Hiring a full-time in-house secretary is rarely cost-effective for startups. Engaging a corporate secretarial services firm in Singapore gives you:
- Access to qualified professionals
- Scalable pricing
- Assistance with incorporation, compliance, and governance
- Peace of mind with ongoing support
This ensures your company remains compliant without the high overhead of hiring a full-time staff member.
Conclusion
Incorporating a company in Singapore is an exciting step—but one that comes with legal and compliance responsibilities. A corporate secretary is not just a regulatory requirement, but a strategic partner in your company’s formation and growth.
From preparing incorporation documents and guiding share structure to ensuring compliance and setting up your business for long-term success, a good corporate secretary makes the incorporation process smooth, compliant, and investor-ready.