Company secretaries play a pivotal role in the growth and success of a company. From ensuring that your company is acting in compliance with many local statutory obligations, to playing an advisory role in your firm, a company secretary undertakes numerous roles in your company. As such, it is crucial that you entrust your company’s administrative, advisory and fiduciary duties to one who is competent and reliable. But when a company secretary underperforms and does not act in the best interest of the company, a business owner also needs to know what action to take.

The reasons for removing and replacing a company secretary vary from company to company. Generally, the following are some of the conditions in which a company feels the need to do so:

  • The company secretary is not giving you timely updates about the company, is frequently unreachable, and you have to continuously follow up with reminders.
  • The company secretary fails to handle compliance and administration simultaneously and effectively, and you are not getting suitable and useful advice on company regulations and other important business affairs or the information given on company-related matters is incomplete and inaccurate.
  • The company secretary fails to maintain appropriate documentation and compliance on company legal matters.
  • You are not satisfied with the type of services you are getting in exchange for the price that you are paying.
  • The company secretary is not fulfilling his or her duties, and you are suffering losses at the company.
  • The company secretary fails to communicate and coordinate important information to and between stakeholders, in an organised and timely manner, and as a result, interests of various stakeholders are compromised

Here are some more red flags to look out for:.

  • filing documents with authorities without making an appropriate resolution
  • failure to respond to authorities and their requirements or requests, and the company consequently has to pay for preventable penalties and fines
  • incorrect year-end selection and the company ends up losing tax benefits
  • any inability to comply with or lack of awareness of any provisions of the Companies Act

Do consider switching your company secretary consultancy services when such mistakes blatantly occur, or your company may end up getting penalised for the company secretary’s mistakes.

How to change company secretary in Singapore

The process involves the following steps:

  • Ask the secretary to sign a resignation letter.
  • Hold a meeting to pass a resolution to accept the resignation of the secretary.
  • Lodge the required documentation for resigning your company secretary with the ACRA within 14 days.
  • Appoint a new company secretary within 30 days.

As a business owner, you have the right to dismiss and replace your appointed Singapore company secretary, even without the person’s consent. If your exisiting company secretary ends up posing unreasonable delay to the transition process, what you need to do is pass a board resolution to remove the secretary and submit the cessation to ACRA. As paperwork, board resolution and lodgement are all involved in the process of how to change Company Secretary in Singapore, be advised NOT to initiate the process when important deadlines, such as account audits, ACRA filing or AGM, draw near.