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How to change or remove the company secretary in Singapore

Along the course of your business, there might come a time when you feel the need of changing your company secretary in Singapore. This may be due to various reasons including:

  • A company secretary who can provide proper guidance and advice in relation to ongoing compliance regulatory requirements
  • Excessive additional fees charged by the secretary (besides the annual retainer fee)
  • Existing secretary’s inability to articulate or communicate clearly about the firm’s secretarial matters

Irrespective of reasons, changing or removing company secretary in Singapore is possible and can be easily done if the procedure is carefully followed.

This guide describes the procedure required for changing or removing a company secretary in Singapore.  

Try resolving the issue first

Before you think about changing or removing a company secretary in Singapore, making genuine efforts to resolve any issues with your existing secretary is highly recommended. It is always advisable to discuss with the providers first and seek for solutions if there were any differences or minor mistakes during the course of the services. 

Similarly, if the reason is due to the pricing or quality of service, communicating your expectations to them may save you from the hassle of change/removal process.

Changing secretary with his consent

It is simple to change a Singapore company secretary with his consent.  

If the Singapore company secretary is willing to resign, passing a board resolution to accept the resignation would suffice. Once accepted, ACRA filings would need to be made via bizfile website to notify them about the resignation.

The following documentations are required for processing change of company secretary in Singapore:

  • Resignation Letter from the previous secretary
  • Directors’ Resolutions in Writing (DRIW). The document will store the details of the appointment of new secretary as well as the details about the previous secretary’s resignation
  • Form 45B is needed for the new secretary to indicate the person’s consent to act as the company’s secretary
  • Lodgment to ACRA to notify them of the appointment of new secretary and resignation of previous one.

Unconsented secretary removal

Real complications arise when an outgoing Singapore company secretary needs to be removed from his position without his consent.

Depending on the procedure agreed in Constitution:

  • If your outgoing company secretary is unwilling to sign his or her resignation letter, he or she will be removed from his/her position and the secretary will be informed of the company’s decision. 
  • If the Company’s Constitution has any particular provisions about the removal of the company secretary (such as shareholder’s approval ), the company must follow the provision according to the Constitution
  • A directors' resolution will be sufficient to remove the Company secretary if the specific provisions of the Company’s Constitution is absent.
  • The company has to inform ACRA of the company secretary’s removal, resignation and appointment within 14 days. Failure to inform the authority will result in late filing penalties.

Whether you’re looking to change/remove or to appoint new company secretary in Singapore, ensuring that the process is taken care smoothly is imperative as one mistake may not only cause you late fee and penalties but it can also force you into serious legal consequences at times.

At Precursor, our corporate secretarial services team provides clients with a one stop service to set up and do business in Singapore. It can be a branch, representative, office, partnership, Singapore incorporated company or offshore entities; our clients are assured that they can have the peace of mind to entrust us to do the setup and advise them on all the compliance matters.

Our corporate secretarial services consist of but not limited to:

  • Formation of Local and Offshore Entities
  • Appointment of Nominee Company Secretary and Directors
  • Maintenance of Statutory Records, Minutes and Registers

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