It is not mandatory for a business owner to keep a company secretary especially if this person does not deliver satisfying work. The best option is to remove him/her and find a replacement. Although seemingly tedious because of possible disagreements with the secretary, the processes involved are quite simple. In this article, we discuss the procedures on how to change your company secretary in a Singapore company.

company secretary removed from position

Why change your company secretary?

Before discussing the process, here are some situations that can be considered red flags:

  • Your business often incurs fines even when it’s the secretary’s job to avoid them
  • It takes time to get answers from your secretary
  • The secretary delivers unclear regulatory advice or none at all
  • You need to constantly follow up to get the job done
  • Your company fails to comply with industry and government laws

Procedures Required For Changing Company Secretary in Singapore

Unravel the Problems First

Before you make your final decision, it is best to directly communicate the issues with the company secretary and try to solve the issue. You should also take advice from other work officials of your company; ask them if they’ve been witnessing any kind of poor performance from this person. By doing so, it might save you the hassle of appointing another secretary as the issue might turn out to be resolvable.

Forced Removal

Your company has every right to remove the appointed secretary, even if she/he may refuse to leave. However, you might face some real complications. Situations tend to get out of hand when a secretary has to be removed without his/her consent.

To lessen such circumstances, you have to inform the company secretary regarding the decision to remove him/her. To proceed with the removal process, it is necessary to pass a board resolution to remove the company secretary. Afterwards, inform ACRA about the removal of the company’s secretary. It is important to file a cessation within 14 days after the removal. ACRA will impose a late lodgement fee if the company fails to update within the prescribed timeframe.

Removal with Consent

It is much easier when the secretary has given the consent to be removed from the company. Although it is a smoother process, a few things must be arranged first. These are the documents required:

  • A resignation letter from the company secretary
  • A director’s resolution in writing which will include details about the previous secretary’s resignation 

Once these requirements are fulfiled, inform ACRA regarding the resignation. The transition, which includes assuming administrative records, can take place afterwards.

Appointing a New Secretary

The following are the procedures in appointing a new company secretary:

  • Write a board resolution appointing a new officer in the company
  • Accomplish a 45b form for the new secretary that states their consent to act as the company’s secretary.
  • Inform ACRA and submit the details of the newly appointed secretary

Conclusion

A Singapore company secretary is a crucial to businesses in Singapore. Therefore, the decision to remove a company secretary must be made at the right time and place. Try not to remove him/her during AGM preparations; you can do this right after the AGM. Follow the procedure above so that you may avoid any penalties, as ACRA is very strict with its company secretary policies.

Cherrie Yee
Cherrie Yee is an expert on small and medium enterprises. She has over 10 years of professional experience in corporate secretarial involving foreign companies, local companies as well as private companies.
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Cherrie Yee
Cherrie Yee is an expert on small and medium enterprises. She has over 10 years of professional experience in corporate secretarial involving foreign companies, local companies as well as private companies.
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