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How to Change Your Company's Corporate Secretary in Singapore?

There are many different situations in which you might have to change your company’s corporate secretary. Unlike popular belief, changing the corporate secretary is quite straightforward.

 

Before learning about this process, you should know about some reasons why you might want to change the corporate secretary.  

Why Change?

The reason for changing the corporate secretary can greatly vary from company to company. Generally, the following are some of the conditions in which a company has to change the corporate secretary:

  • The corporate secretary is not giving you timely updates about the company, and you have to continuously follow up with reminders.
  • You are not getting suitable advice on company regulations and other important business affairs.
  • You are not satisfied with the type of services you are getting in exchange for the price that you are paying.
  • The corporate secretary is not fulfilling his or her duties, and you are suffering losses at the company. 
  • The corporate secretary is not able to work efficiently with your partners, such as your outsourced accounting services provider/partner in Singapore. 
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Moreover, you have to make that the person you want to hire for the position of corporate secretary is a local resident of Singapore and is not the sole director of the company.

 

Other qualification criteria, like eligibility under the Legal Profession Act and being a registered accountant under the Accountants Act, should also be considered. 

 

Once you have made up your mind to change the corporate secretary, you will have to prepare the following documents to make progress in this process:

 

  • Directors’ Resolutions in Writing (DRIW) that includes the resignation of the current secretary and the appointment of a new one.
  • Letter of Resignation of the previous secretary.
  • Form 45B, which is essentially the consent form of the new secretary to act as corporate secretary
  • Notification for ACRA to inform them about the new appointment and resignation of the secretary.

 

If the existing secretary is still working for your company while you are preparing the above documents, you can authorize the new company secretary to prepare these documents and inform ACRA about these changes.

 

Moreover, the new corporate secretary can also help you in drafting the letter of termination and arranging suitable documents for the existing secretary.

 

Generally, the transition should be quick and smooth because it is important to keep the company registers and concerned authorities like ACRA up-to-date.

 

Moreover, if you are hiring a new corporate secretary because you are not happy with the competency of the previous secretary, then you can request the new corporate secretary to start fulfilling their duties during the transition period and make relevant filings.  

 

One of the hardest and most common challenges that the companies face during this process is the lack of cooperation from the current corporate secretary, especially if you do not have a good working relationship. 

 

In such difficult situations, the company will have to bear the consequences, such as fines and penalties by ACRA and IRAS due to late filings.

 

Therefore, it is highly recommended that you do not change the corporate secretary near statutory deadlines.  

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In a Nutshell

Undoubtedly, corporate secretaries play a crucial role in the smooth functioning of the company by ensuring it complies with the Companies Act.

Therefore, any decision about changing a corporate secretary and hiring a new one must be taken carefully.

 

It is important for you to thoroughly plan this process as discussed above so that you do not run into any kind of legal issues.

 

Once you have hired a reliable and qualified corporate secretary, you should not worry about the possible violations as a responsible company secretary will work in the best interests of the company. 

 

For more information, feel free to get in touch with us.

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