For many business owners and investors, the term “Corporate Secretary” might sound like a routine administrative title — but in reality, this role is a crucial pillar of corporate governance, regulatory compliance, and company administration in Singapore. Every Singapore-incorporated company is legally required under the Companies Act to appoint a Corporate Secretary within six months of incorporation, and the responsibilities extend far beyond filing paperwork.
At Vanice Advisory, we provide corporate secretarial services to businesses, family offices, investment vehicles, and high-net-worth individuals, ensuring they meet statutory obligations while maintaining sound governance practices. In this insight, we demystify what a Corporate Secretary actually does — and why their function is essential for companies of every size.
Why the Role Matters
The Corporate Secretary acts as the company’s governance officer, ensuring that the business complies with statutory regulations, maintains proper corporate records, and facilitates communication between shareholders, directors, and regulatory bodies.
Neglecting corporate secretarial duties can expose a company to serious risks:
- Non-compliance fines and penalties from ACRA.
- Legal complications during audits, mergers, or acquisitions.
- Loss of business licences or deregistration.
- Disputes over directorships, ownership, or company decisions.
A competent, experienced Corporate Secretary is therefore vital to safeguarding a company’s legal standing and operational credibility.
Key Responsibilities of a Corporate Secretary
Here’s a breakdown of the core duties typically handled by a Corporate Secretary in Singapore:
Statutory Compliance and ACRA Filings
- Prepare and file annual returns with ACRA.
- Monitor regulatory deadlines and ensure timely submissions.
- Update changes in company officers, shareholders, registered office address, and share capital.
- Maintain statutory registers and records (register of directors, shareholders, charges, etc.).
Board and Shareholder Meeting Management
- Schedule, prepare agendas, and circulate notices for Board of Directors’ meetings and Annual General Meetings (AGMs).
- Record and draft minutes of meetings and resolutions.
- Advise directors on procedural requirements and governance protocols.
- Facilitate the passing of written resolutions for routine corporate matters.
Corporate Governance Advisory
- Ensure the company complies with Singapore’s Companies Act, its constitution, and other applicable regulations.
- Guide the board and shareholders on governance best practices, director duties, and disclosure obligations.
- Assist with company restructuring, capital changes, and share transfers in line with statutory requirements.
Company Record and Register Maintenance
- Maintain accurate statutory records including registers of directors, shareholders, auditors, charges, and beneficial owners.
- Ensure records are up to date, properly filed, and accessible for audits or regulatory inspections.
Business Structuring and Restructuring Support
- Facilitate the incorporation of subsidiaries, special purpose vehicles (SPVs), and investment holding companies.
- Manage inter-company shareholdings and group structure charts.
- Support corporate exercises such as mergers, acquisitions, share buybacks, or capital reductions.
Regulatory Liaison
- Act as the company’s primary point of contact with ACRA, IRAS, MAS (if applicable), and other regulatory authorities.
- Handle correspondence and filings related to regulatory approvals, licences, and compliance matters.
Additional Functions for Investment Holding Companies and Family Offices
For private investment structures, family offices, and regional holding companies, Corporate Secretaries also:
- Manage cross-border directorship and compliance coordination.
- Oversee capital injections, dividend declarations, and intercompany loan documentation.
- Maintain consolidated registers for multi-entity structures.
- Assist with due diligence requests for financing or M&A deals.
How Vanice Advisory Supports Your Corporate Governance
At Vanice Advisory, we offer full-spectrum corporate secretarial services tailored to the needs of Singapore-based companies, family offices, and investment vehicles. Our services cover:
- Incorporation of Singapore companies and entities.
- Annual return filing and compliance monitoring.
- Maintenance of statutory registers and minute books.
- AGM and Board meeting administration.
- Business structuring for tax and governance optimisation.
- M&A and restructuring corporate support.
By combining corporate governance expertise with digital compliance tools and practical business advice, we help our clients maintain strong governance foundations while focusing on growth.
Final Thoughts
A Corporate Secretary is far more than an administrative function — it’s a governance-critical role that ensures your business remains legally compliant, operationally sound, and structurally secure. Whether you’re managing a private company, a cross-border investment vehicle, or a regional holding entity, reliable corporate secretarial support is indispensable.
Vanice Advisory stands ready to support your business with expert corporate governance and compliance services designed for Singapore’s dynamic business environment.
For corporate secretarial enquiries or advisory support, contact us at vanice@vaniceadvisory.com.