Can I Be My Own Company Secretary in Singapore? Rules and Duties
Yes, you can be your own company secretary in Singapore if you are locally resident and you are not the company's sole director. A sole director must appoint someone else. Every company needs a secretary within six months of incorporation, and the post can never stay empty for longer than six months. A private company's secretary needs no formal qualification; a public company's does.
This guide is for directors of small private companies weighing up the secretarial fee, and for sole directors and foreign owners deciding whom to appoint. All amounts are in Singapore dollars (SGD), and the rules are stated as at November 2026.
Key takeaways
- Appoint a secretary within 6 months of registration and never leave the post empty for more than 6 months. ACRA says the director may face a fine of up to $1,000.
- You qualify if you are locally resident (a citizen, PR or qualifying pass holder) and not the sole director. A private company's secretary needs no formal qualification.
- The work runs on deadlines: most changes within 14 days, financial statements to members within 5 months of the year end (for the AGM exemption), and the annual return within 7 months.
- A late annual return costs $300 or $600 in late lodgement penalties, about what a simple secretary package costs for a year at published market prices.
Table of Contents
- Who Can Be a Company Secretary in Singapore?
- Can I Be My Own Company Secretary? 8 Common Situations
- What Does a Company Secretary Do? Duties Checklist and Deadlines
- What Happens If You Get It Wrong?
- DIY vs Outsourced Company Secretary: Cost Comparison
- How to Appoint or Change a Company Secretary on Bizfile
- Common Mistakes When You Act as Your Own Secretary
- When Should You Use a Professional Company Secretary?
- Frequently Asked Questions
- Official Sources
Who Can Be a Company Secretary in Singapore?
Section 171 of the Companies Act 1967 requires every company to have a secretary, and ACRA's guidance sets out who can hold the role.
Do I need a company secretary?
Yes. ACRA states that every company must have at least one director and one company secretary, so small and dormant companies are covered too. The secretary must be appointed within six months of registration, and the post cannot stay empty for more than six months. Otherwise, ACRA says, the director may face a fine of up to $1,000.
Company secretary requirements: the three eligibility rules
The secretary must:
- Be a natural person. A company cannot be appointed. A secretarial firm puts forward one of its people as the named secretary.
- Be locally resident. ACRA accepts Singapore citizens, permanent residents and holders of a valid Employment Pass, Personalised Employment Pass or Overseas Networks & Expertise Pass. Other passes, such as the Dependant's Pass, are not on that list, and ACRA tells FIN holders to check with their pass issuer before accepting a role. A foreigner living overseas does not qualify.
- Not be the sole director. In a company with two or more directors, one of them can also be the secretary.
The secretary's name appears on ACRA's public Electronic Register of Secretaries, though since 9 December 2024 ACRA shows a contact address instead of the residential address. Since 1 July 2015, a private company's secretary has not needed to be physically present at the registered office.
Company secretary qualifications: private company vs public company
A private company's secretary needs no prescribed qualification, but the directors of every company must take all reasonable steps to make sure the secretary appears to have the knowledge and experience the role needs (section 171(1A)). A public company's secretary must generally meet one of the requirements prescribed for section 171(1AA)(b) of the Companies Act. Regulation 89 of the Companies Regulations lists them: at least 3 of the previous 5 years as secretary of any company, being a qualified person under the Legal Profession Act or a public accountant, or membership of a prescribed professional body such as the Institute of Singapore Chartered Accountants. The Registrar of Companies at ACRA can also require a private company to appoint a secretary who meets one of these requirements if the company has failed to keep any register or other record as the Act requires (section 171(1AB)).
Can I Be My Own Company Secretary? 8 Common Situations
In this table, "locally resident" means a Singapore citizen, a PR, or a holder of a valid Employment Pass, PEP or ONE Pass.
| Your situation | Who can be secretary? | What to do |
|---|---|---|
| You are the only director | Not you | Appoint another locally resident individual or a professional secretary |
| Two or more directors, and you are locally resident | You can | Record the directors' decision and file it on Bizfile within 14 days |
| Sole director with a locally resident spouse | Your spouse | Your spouse becomes a company officer and endorses the appointment with Singpass |
| Foreign director living overseas | Not you | Appoint a locally resident secretary; the company also needs a director ordinarily resident in Singapore |
| Foreigner on an EP, PEP or ONE Pass, not the sole director | You can | Get your pass issuer's consent first; ACRA's guide says a corporate service provider must file a foreigner's appointment |
| Locally resident employee | The employee | Have a replacement ready in case they leave |
| Shareholder who is not a director | The shareholder, if locally resident | Holding shares does not disqualify anyone |
| Your holding company or any other company | No company can | The secretary must be an individual |
Sole director? Your three options
- A locally resident person you trust, such as a spouse, relative or friend. It costs nothing, but they take on an officer's exposure: fines for late notifications apply to each officer in default, and ACRA's summary of the 2014 Companies Act amendments says the Registrar can debar secretaries as well as directors.
- A second director, which would then let you be the secretary. This is usually the wrong fix, because directors carry far heavier duties. Breaching the directors' duties in section 157 can lead to a fine of up to $20,000, up to 12 months' imprisonment, or both.
- A professional secretary, who holds the officer role and tracks the deadlines while you keep full control.
If the directors live overseas
The company still needs a locally resident secretary and at least one director who is ordinarily resident in Singapore. Under the Corporate Service Providers Act 2024, in force since 9 June 2025, a person generally cannot act as a nominee director by way of business unless a registered corporate service provider arranges the appointment. If you are setting up from overseas, see our company incorporation services.
What Does a Company Secretary Do? Duties Checklist and Deadlines
ACRA describes the role as maintaining the company's information and registers, organising meetings and taking notes, reminding directors about annual filing deadlines and keeping everyone updated on new rules. In practice, that means:
| Duty | Deadline | Watch-out |
|---|---|---|
| Register of Registrable Controllers (RORC) | Keep from incorporation; send each controller a notice at least once a year; update within 7 calendar days of a confirmed change; file with ACRA within 2 business days | Fines of up to $25,000 |
| Nominee director and shareholder registers (ROND and RONS) | Update within 7 days; file with ACRA within 2 business days | Fines of up to $25,000 |
| Changes of directors, CEO, secretary or auditor | 14 days, on Bizfile | Late lodgement penalty of $50 or $200; on conviction, up to $5,000 for each officer in default |
| New registered office address | 14 days | Fine of up to $5,000 plus a default penalty |
| Share allotments and transfers | 14 days, through Update shares information | A private company's allotment takes effect only when ACRA's register of members is updated, so it generally cannot be backdated |
| Minutes and resolutions | Each decision | Under the Model Constitution, the secretary calls a directors' meeting when a director asks |
| Financial statements to members | 5 months after the year end, to use the AGM exemption | If missed, hold an AGM within 6 months |
| Annual return | 7 months after the year end; $60 ACRA fee | Late lodgement penalty of $300 or $600 |
Example: a private company with a 31 December 2025 year end sends its financial statements to members by 31 May 2026 (or holds an AGM by 30 June 2026), then files its annual return by 31 July 2026. On the exemption route, the annual return records the date the statements were sent.
Since 20 October 2026, each annual return must also confirm that the particulars the company has given ACRA are accurate, from officer and auditor details to the registered office address and shareholdings. Registered offices no longer need minimum public opening hours; instead, records must be available for at least two hours on each relevant business day after a person entitled to inspect gives reasonable notice.
Tax filing is separate: ECI and Form C-S go to IRAS, usually through your accountant, and IRAS holds the directors responsible even if an agent fails to file. Our new company compliance checklist covers both sides of year one.
What Happens If You Get It Wrong?
The late fees are modest on their own. The danger is escalation, and the directors carry it.
| What goes wrong | What can happen |
|---|---|
| No secretary for more than 6 months | Fine of up to $1,000, which ACRA says the director may face |
| Annual return filed late | $300 if within 3 months of the deadline, $600 after that |
| ACRA acts on a late AGM or annual return | Composition of at least $500 per breach, or prosecution of the company and directors |
| Other changes filed late | $50 or $200 late lodgement penalty; on conviction, up to $5,000 for each officer in default |
| Three or more filing convictions within 5 years | Disqualification as a director for 5 years under section 155 |
| Required documents unfiled for a continuous 3 months or more | ACRA can debar a director, who then cannot take new appointments as a director or company secretary |
| Annual returns ignored | ACRA may strike the company off under section 344(1) |
A summoned director, or a representative with a letter of authority, must attend court, and a director who fails to attend faces a warrant of arrest. In ACRA's published court cases from January 2025 to July 2026, directors convicted of late annual return and AGM offences were typically fined about $1,200 to $1,300 per charge and disqualified for five years. Our guides to ACRA composition fines and court summonses and director disqualification in Singapore explain what to do next.
DIY vs Outsourced Company Secretary: Cost Comparison
| You or a co-director | Spouse, relative or employee | Professional secretary | |
|---|---|---|---|
| Works for a sole director? | No | Yes, if locally resident | Yes |
| Works if all directors live overseas? | No | Yes, if locally resident | Yes |
| Annual fee | None | None | About $300 to $900 a year at published market prices |
| Who tracks the deadlines | You | They do, but the directors stay liable | The secretary |
| Personal exposure | You are already liable as a director | They can be fined as an officer in default | The professional is the officer; the directors stay liable |
Whichever route you choose, ACRA charges $60 to file each annual return. Providers' published retainers mostly run from about $300 a year for a simple company to $900 with meeting papers and routine changes, and extras such as share transfers are often billed separately. Our guide to company secretary fees in Singapore breaks a quote down and lists the questions to ask, or see our company secretary services.
Worked example (hypothetical). Company A has a 31 December 2025 year end and a sole director whose friend agreed to be secretary. Nobody tracked the 31 July 2026 annual return deadline. Filed on 20 September 2026, within three months of the deadline, the return attracted a $300 late lodgement penalty. Had it been left until after 31 October 2026, more than three months late, the penalty would have been $600. Either amount is close to or above a year of a simple secretary package at published market prices.
How to Appoint or Change a Company Secretary on Bizfile
- Check the person qualifies. They must be an individual who is locally resident and not the sole director. If they hold a FIN, they should first get consent from the relevant pass issuer, such as MOM or ICA.
- Pass a directors' resolution. Since 20 October 2026, the Companies Act requires every secretary to be appointed by the directors (section 171(3)). Under the Model Constitution for private companies, the directors also set the term and conditions and can remove the secretary; if your company has its own constitution, follow its rules on those points.
- Open the Bizfile transaction. Log in to Bizfile as a Business User through Corppass, then choose Manage and Appoint/Withdraw position holder.
- Add the new secretary. Enter their name, NRIC or FIN, residential address and contact details.
- Withdraw any outgoing secretary in the same transaction. Enter the withdrawal date and reason. Officers cannot withdraw themselves, so another authorised position holder, such as a director, files this.
- Get the endorsement. The appointee logs in to Bizfile with Singpass as an Individual User, finds the request under Pending actions and accepts it within 14 days, or the update may be rejected. No endorsement is needed if a corporate service provider files, or if you are filing your own appointment.
- Meet the 14-day deadline and hand over. ACRA must be told within 14 days of the change. The filing is free and is processed immediately, or within up to 14 days if an endorsement is needed. Hand over the RORC, nominee registers, minutes and resolutions to the new secretary.
To appoint or withdraw a foreigner, ACRA's Bizfile guide says you need to engage a corporate service provider.
Common Mistakes When You Act as Your Own Secretary
- Naming someone overseas, or someone who has not agreed. The appointee must be locally resident and, unless a corporate service provider files, must endorse the filing within 14 days.
- Forgetting that the 14-day clock covers more than directors. Share transfers, new shareholders, address changes and secretary changes all run on it.
- Assuming the AGM exemption is automatic. It applies only if the financial statements are sent to members within 5 months of the year end.
- Letting the RORC lapse. Controllers need a notice at least once a year, even when nothing changes.
- Not replacing a secretary who has left. File the withdrawal within 14 days and fill the post well within 6 months.
- Thinking outsourcing moves the liability. ACRA can prosecute the company and its directors, whoever was meant to file.
When Should You Use a Professional Company Secretary?
You may not need to pay if your company has at least two directors, one of them locally resident and willing to be secretary, a shareholding that rarely changes, and someone who will diarise the deadlines above. ACRA's guides cover the procedures. For structured training, read our review of the FCSP corporate secretarial course before you pay for it: it is a basic introduction, and much of its content is on ACRA's website.
A professional secretary earns the fee when you are a sole director with no reliable resident helper, when the directors live overseas, when share or director changes are coming, or when you have already missed an annual return or AGM. Whoever you hire should be registered with ACRA as a corporate service provider. Since 9 June 2025, the Corporate Service Providers Act 2024 has required this of businesses that act as a company secretary, or transact with ACRA for others, by way of business.
Frequently Asked Questions
Can a director be the company secretary in Singapore?
Yes, if the company has at least one other director. The only director-specific bar in ACRA's rules is that the secretary cannot be the same person as the sole director. The director must also be locally resident, and the appointment must be filed on Bizfile within 14 days. That person then carries both sets of responsibilities.
Can a sole director also be the company secretary?
No. ACRA states that the secretary cannot be the same person as the sole director. Appoint another locally resident individual within six months of incorporation, such as a spouse, relative, trusted employee or professional secretary. Adding a second director would let you take the role, but that director would carry much heavier legal duties.
Does a company secretary need qualifications in Singapore?
Not for a private company, unless ACRA requires it to appoint a qualified secretary because it failed to keep its registers or records properly. Prescribed requirements otherwise apply only to public company secretaries: for example, at least three of the previous five years as a company secretary, being a public accountant or a qualified person under the Legal Profession Act, or membership of a prescribed body such as the Institute of Singapore Chartered Accountants. A private company's secretary needs no certificate but should know ACRA's filing rules.
Can a foreigner be a company secretary in Singapore?
Yes, if they are locally resident. ACRA accepts Singapore citizens, permanent residents and holders of a valid Employment Pass, Personalised Employment Pass or Overseas Networks & Expertise Pass. A foreigner living overseas cannot act. Pass holders should get their pass issuer's consent first, and ACRA's Bizfile guide says a corporate service provider must file a foreigner's appointment.
What happens if I do not appoint a company secretary within 6 months?
ACRA says the director may face a fine of up to $1,000, and the same applies if the post stays empty for more than six months after a secretary leaves. Appoint an eligible person and file the appointment on Bizfile within 14 days. Filing later attracts a late lodgement penalty of $50, or $200 if it is more than three months late.
How much does it cost to be your own company secretary?
Very little in fees. Appointing yourself on Bizfile is free, and ACRA's $60 annual return fee is payable whoever files the return. The real costs are your time and the risk of a missed deadline: a late annual return alone costs $300 or $600 in late lodgement penalties. If you would rather outsource the role, our company secretary fees guide sets out what providers charge.
Official Sources
- ACRA: Appointing company directors and other key officers
- ACRA: Requirements and eligibility (local residency)
- ACRA: Appointing or withdrawing position holders on Bizfile
- Companies Regulations, regulation 89: public company secretary requirements
- ACRA: Company registers and the RORC
- ACRA: AGM due dates and requirements
- ACRA: Penalties for late annual return filing
- ACRA: Common offences under the Companies Act
Need a company secretary, or not sure who you can appoint?
Send us your company name or UEN on WhatsApp. As an ACRA-registered corporate service provider, we will tell you who can act as secretary and what needs to be filed.
About Tax Filing SG — We are a Singapore accounting practice run by ex-Big 4 Singapore Chartered Accountants (ISCA). We handle accounting, corporate tax, GST and company secretarial work for Singapore SMEs, including overdue and late filings.
Last updated: 9 November 2026. This article is general information based on IRAS and ACRA guidance as at November 2026, not advice for your specific situation. Rules, rates and deadlines change, so check the official sources above or speak to us before acting.