I.
Company Secretary
The named statutory officer: ACRA lodgements, resolutions, minutes, statutory registers, and annual general meeting mechanics, handled to the Companies Act's standard.
Read more about our company secretary serviceCorporate Secretarial
Corporate secretarial services for companies run from somewhere else.
Your board sits in London, New York, Tokyo, or Seoul. Your company sits in Singapore, with statutory officers to appoint, registers to keep, and filings that do not wait. We hold the Singapore side steady: company secretary, nominee director, and KYC and AML compliance.
01 Overview
The statute does not care where your head office is.
Every Singapore company needs a Singapore spine.
The Companies Act attaches its requirements to the company, not to wherever the owners happen to sit. A locally resident director. A company secretary, appointed within six months of incorporation. A registered office in Singapore, open and accessible during normal business hours. Registers that reflect reality, and filings lodged on time.
For a company whose management is overseas, each of those is a standing problem to solve. Our corporate secretarial practice supplies the statutory roles, keeps the registers, runs the filings, and tells HQ what needs a decision and by when. Corporate secretarial work has anchored a practice established in 1978, and it is the discipline everything else we do is built on.
The work is unglamorous by design. When the secretarial file is right, board changes take days, banks accept documents first time, and diligence exercises pass through the company without drama. That is the standard the service is run to.
If the company does not exist yet, start with company formations; the secretarial structure is set up correctly as part of incorporation.
02 Services
Three roles, held properly.
II.
Nominee Director
The locally resident director the statute requires, provided under a documented mandate with clear boundaries, for groups with no qualifying person in Singapore.
III.
KYC and AML Compliance
Identification, verification, and screening of the people behind the company, at onboarding and whenever the ownership or officers change.
Read more about KYC and AML compliance03 The split
What HQ keeps, and what must sit in Singapore.
The most common question we get from overseas management teams is some version of "how much of this can we run from here?" It deserves a straight answer, because the wrong assumption in either direction costs money: duplicating work in Singapore that HQ could keep, or discovering at filing time that a statutory role was never actually filled.
The answer also changes with the company's stage. A holding vehicle with no staff can run almost everything except the statutory minimum from HQ. A trading subsidiary with employees, GST registration, and a local bank relationship accumulates Singapore obligations quickly, and the coordination cost of managing them remotely soon exceeds the cost of managing them here. We tell clients which side of that line they are on, and we revisit the answer as the company grows rather than assuming the first one holds forever.
| Stays with HQ | Must sit in Singapore |
|---|---|
| Commercial decisions, strategy, and the running of the business. The board decides what the company does, from wherever the board sits. | At least one director who is ordinarily resident in Singapore: a citizen, a permanent resident, or someone who meets ACRA's local residency rules. |
| Shareholder approvals and group-level policy. Written resolutions can be prepared here and executed across time zones. | The company secretary, who must meet local residency requirements. A sole director cannot also act as the secretary. |
| Day-to-day banking, contracts, and operations, wherever the operating team is. | The registered office: a Singapore address, open and accessible to the public during normal business hours on each business day. |
| Group reporting calendars and consolidation timetables, which we align the Singapore cycle against. | The statutory registers, ACRA lodgements, and the annual filing cycle, which run on Singapore's deadlines regardless of the group's. |
Residency and officer requirements summarised from ACRA guidance (acra.gov.sg), checked at the time of writing.
The split also sets our reporting habit. Because the decisions stay with HQ, HQ needs to see the Singapore position without asking for it: what was filed, what is due next, and what is waiting on a director's signature. We run the statutory diary that way round, raising items before their deadlines rather than reporting on them afterwards, which is the practical difference between a secretary who administers a company and one who merely records it.
04 Company secretary
A statutory officer, not an admin function.
Singapore gives the company secretary real statutory weight. The role must be filled within six months of incorporation, the holder must meet local residency requirements, and the office cannot simply be bolted onto the sole director's responsibilities. Treating it as a formality is how companies drift into non-compliance without anyone noticing.
In practice, the secretary is the company's statutory memory. Board changes, share movements, constitution amendments, address changes: each has to be resolved correctly, minuted, entered in the registers, and lodged with ACRA. Done well, the work is invisible. Done late or wrong, it surfaces at the worst moments, in a bank's periodic review, in a due diligence exercise, or in a composition sum from the regulator.
What the service covers
- Acting as the named company secretary, with the residency requirement met.
- Drafting and managing board and shareholder resolutions, including written resolutions executed across jurisdictions.
- Maintaining the statutory registers and minute books.
- Preparing and lodging ACRA filings arising from changes to the company.
- Annual general meeting mechanics and the annual return cycle, coordinated with your financial year end.
For companies with employees and live books, the secretarial calendar runs alongside the company's accounting, so resolutions, filings, and numbers stay consistent with each other.
Registers, minutes, and the statutory record
The registers are the part owners never look at and buyers always check. Members, directors, controllers where required, share transactions, charges: each register has to agree with ACRA's record and with the minute book, and the three drift apart the moment changes are handled informally. Our discipline is boring on purpose. No change is treated as complete until the resolution, the register entry, and the lodgement all say the same thing, which is exactly the state a due diligence exercise hopes to find and rarely does.
Meetings follow the same rule. Whether the company holds a physical AGM, passes written resolutions instead, or relies on an exemption, the sequence has to be documented so that what the company did and what it recorded are the same event. We prepare the notices, resolutions, and minutes around your directors' calendars, and we keep the file in a state where any part of it could be produced on request without preparation time.
How the engagement runs
Onboarding starts with the record as it stands: constitution, registers, minute books, and the ACRA profile, reviewed against each other for the gaps that accumulate under a previous arrangement or under no arrangement at all. From there the service is a standing diary and a known point of contact. Filings are prepared before they are due, documents arrive ready for signature with a plain-language note on what they do, and nothing statutory waits on HQ remembering to ask. Most clients interact with the service a handful of times a year; the point is what happens continuously in between.
05 Nominee director
The resident director requirement, answered honestly.
Every Singapore company must have at least one director who is ordinarily resident in Singapore. For a foreign-owned company whose entire management team is overseas, that leaves three options: relocate someone, hire someone senior locally, or appoint a nominee director. Early on, the nominee route is usually the practical one.
It should still be entered with clear eyes. A nominee director is a real director in law. The duties, and the liability that follows them, do not shrink because the appointment is administrative in intent. That cuts both ways: the nominee must exercise genuine care, and the owners must accept that a properly run nominee arrangement includes oversight, not just a signature.
Our arrangements are documented accordingly: a defined mandate, no involvement in the commercial management of the business, indemnities in both directions, and KYC on the beneficial owners completed before the appointment, not after. When the company later has its own qualifying director, perhaps once a director holds a suitable pass and residence, the nominee steps down and the register is updated the same way everything else is: correctly and on time.
Structure and attention follow the risk. An arrangement for a dormant holding vehicle is not the same as one for a trading company with staff and bank debt, and a provider who treats them identically is not reading the file. Expect the arrangement to be reviewed periodically, and expect questions when the company's activity changes. That attention is the service working, not friction.
We also ask questions before accepting an appointment: what the company does, how it is funded, who its counterparties are, and where its instructions will come from. A nominee provider who asks nothing at the start is the one who discovers problems from the wrong side of them later, and the owners of a well-run company should want their nominee to be exactly this careful.
The full arrangement, including when a nominee is and is not appropriate, is set out on our nominee director page.
06 KYC and AML
Knowing who is behind the company.
Before we act for a company, we establish who owns and controls it. Directors, shareholders, and beneficial owners are identified, verified against reliable documents, and screened. The exercise repeats when the facts change: new shareholders, new officers, or a restructuring that moves control.
Overseas companies sometimes read this as friction. It is the opposite. Clean KYC at the start is what keeps the later steps quick, because the same verified picture of the ownership chain supports the incorporation filing, the registers, the nominee arrangement where there is one, and the questions banks ask when accounts are opened and reviewed. A company whose ownership is documented once, properly, answers every subsequent request from the same file.
For companies, preparation is straightforward: current identification for each individual, documents establishing the ownership chain for each corporate layer, and a plain explanation of anything a reviewer would query, unusual structures, layered jurisdictions, or third parties with control. Provided once and kept current, that file does years of work across filings, banking, and transactions.
Reviews are event-driven as well as periodic. A new shareholder, a transfer within the group, a change of officers, or a shift in what the company actually does will each prompt us to look again at who controls the entity and whether the documented picture still holds. That cadence is deliberate: the file that is refreshed as the company changes never needs the painful full rebuild that a neglected one does.
Our onboarding and monitoring procedures are described on the KYC and AML compliance page, and they apply to every engagement, incorporation included.
07 Questions
What overseas management teams ask us.
What does a Singapore company secretary actually do?
The company secretary is a statutory officer, not an assistant. The role covers the lodgements the company must make with ACRA, board and shareholder resolutions, minutes, maintenance of the statutory registers, and the mechanics of annual general meetings. When the company changes anything, directors, address, name, shares, the secretary makes the change real in the statutory record.
How much can we handle from our HQ?
More than you might expect, and less than you might hope. Decisions, approvals, and commercial control all sit naturally at HQ. What cannot sit at HQ: the locally resident director every Singapore company must have, the company secretary who must meet local residency requirements, the Singapore registered office, and the statutory registers and filings. The practical split is that HQ decides and Singapore executes.
Do we need a nominee director, and what are the risks?
You need one when no director in your group is ordinarily resident in Singapore, since every Singapore company must have at least one locally resident director. The risks run in both directions: the nominee carries genuine statutory duties and potential liability, and the company is trusting an outsider with a board seat. A sound arrangement manages both, with a defined mandate, no involvement in commercial management, proper indemnities, and full transparency with the beneficial owners.
Can the same person be the director and the company secretary?
Not where there is only one director. ACRA's position is that a sole director cannot also act as the company secretary. In multi-director companies a director may hold the secretary role if they meet the requirements, though foreign-owned companies usually appoint an external secretary so the statutory work does not depend on one individual's availability.
What do we actually need to do to stay compliant in Singapore?
Keep the officer roles filled: at least one locally resident director, and a company secretary appointed within six months of incorporation and not left vacant. Keep a Singapore registered office that meets ACRA's accessibility requirement. Keep the statutory registers current. And meet the annual cycle: for non-listed companies, the annual general meeting within six months of financial year end and the annual return within seven months.
The calendar side of this is what our ongoing administration service exists for.
Can you take over from our existing corporate secretary?
Yes. Changing corporate secretary is a routine transfer, not a restructuring. We collect the registers, minute books, and constitutional documents from the outgoing provider, review the record against ACRA's register for gaps, file the change of secretary, and flag anything that needs repair before it matters. The company's obligations continue uninterrupted through the handover.
Put the Singapore side in steady hands.
Tell us how the company is owned and where its officers sit today. We will tell you what is missing, what it needs, and how we would run it.
Speak to our team →