How to Change Corporate Secretary in Singapore

Section 171 of Singapore’s Companies Act requires every company in the country to appoint a company secretary. The primary responsibility of the company secretary is to ensure that the company is compliant with the country’s regulations.

There might be a point in time that a company has to change its secretary. That is very much likely, especially if the person is unable to meet the state mandate for the position. Considering the possibility that a company has taken much pain and effort in appointing the right secretary, changing them might sound ridiculous and even daunting.

Nevertheless, the whole ordeal has its beneficial for the company to have the right personnel. The following provides valid reasons why you should go ahead and change your secretary and the procedure on how to conduct the whole affair.

Reasons Why You Need to Change Your Company Secretary

The primary cause for you to finally take the drastic action of changing the company secretary is that the current fails to deliver the expected quality of work. The person is terrible at the job, to be precise.

The following are some of the red flags that signal you to change the company secretary as soon as possible:

• You spend too much time waiting for the appropriate response to your requests or orders, and each time, the secretary needs a follow-up reminder.
• You do not get any helpful consultation with regards to the regulation of your business, and if you receive one, the advice is usually unclear.
• You are caught up in a legal penalty that can be considerably avoided or mitigated with the help of a credible corporate secretary.
• The professional fees for the company secretary are beyond your company’s financial capability.

If you experience any of these situations, then you should seriously start to consider looking for a potential and better replacement of your current company secretary.

The Best Possible Time to Change Corporate Secretary

Before you change your company secretary, your action must not interfere with any important deadlines, including ACRA filings or preparation for AGM.

For instance, if the schedule of your AGM is June 30, then it would be best to carry out the personnel change a few months before or immediately following the scheduled dates. In this case, it would be at most early May or around July. Otherwise, you may incur fines during the transition.

Since the position for the company secretary must not be vacant for over six months, you must ensure that every paperwork is processed within the prescribed time.

The Proper Procedure for Resignation

Surprisingly, you will only need to go through four simple resignations process, which includes:

• A resignation letter with the outgoing secretary’s signature
• Board resolution that represents the directors’ acceptance of the resignation
• Informing the ACRA of the changes and file for a cessation within 14 days
• Taking over the statutory documentations from the outgoing secretary

How to Handle a Secretary That Refuses the Change

While you and the directors may have consent on the change of secretary, the current secretary may refuse to give up on the position.

In such a situation, remember that you have the right to remove the secretary without his or her consent. In this case, you can skip the first two steps of the resignation process and directly file a cessation to ACRA to remove the secretary.

The Appropriate Steps to Appointing a New Secretary

You might be surprised that the process of selecting a new secretary is an easy three-step straightforward process. Here are three requirements:

• A board resolution comprising the company directors’ vote in appointing a new officer
• Completion of Form 45B, which includes the consent of the new appointee to carry the duty of a company secretary
• Informing ACRA with the submission of details about the new secretary

The company secretary plays a vital role in the success of your company, especially when it comes to handling legal issues. Hence, you must choose the right individual who can accomplish a secretary’s duties and responsibilities with excellence and without fail.