Template for Resolutions to Appoint a Company Secretary

Overview

The Companies Act (CA) requires companies to have at least 1 company secretary who must be:

A natural person (i.e. a company cannot be appointed as a company secretary); and
Ordinarily resident in Singapore.

The company secretary also must not be a sole director of a company.

The company secretary is in charge of the administrative and reporting responsibilities of the company, such as the filing of annual returns, and recording and filing of board resolutions.

Typically, companies may engage the services of a corporate secretarial firm to perform these functions. This is especially if the company’s operations are not big enough to justify the expense of hiring an individual with the knowledge and experience to carry out the responsibilities of a company secretary in-house.

If so, that corporate secretarial firm will provide the hiring company with a named individual who will be that company’s secretary.

Appointment of a Company Secretary

It is provided in the CA that the Board of Directors (the “Board”) may exercise all the powers of a company, and thus act in the name of the company, by issuing directors’ resolutions to effect major decisions. Therefore, it falls to the Board to pass a resolution to appoint a company secretary.

The resolution must be passed in accordance with the relevant provision in the company’s constitution. For example, clause 100 of the Model Constitution states:

“The secretary must be appointed by the directors in accordance with the Act for any term, at any remuneration, and upon any conditions as the directors think fit.”

If the company has engaged a corporate secretarial firm, the resolution passed must also authorise the corporate secretarial firm to notify ACRA of the company secretary’s appointment, and make the necessary filings in relation to this (see below), on the company’s behalf.

The company secretary must be appointed within 6 months of the date of the company’s incorporation. The position of company secretary must also not be left vacant for more than 6 months at any one time.

Notifying ACRA of the Company Secretary’s Appointment

Once the company secretary has been appointed, the company must notify the Accounting and Regulatory Authority (ACRA) by filing a “Change in Company Information including Appointment/Cessation of Company Officers/Auditors” transaction through BizFile+ at no charge.