Corporate Secretary Services Singapore - Stay Compliant Year-Round
Every Singapore company must appoint a qualified company secretary. Karman's experienced secretaries handle all your statutory obligations - Annual Returns, AGMs, director changes, and more - so you never miss a deadline.
Full statutory compliance, managed for you
Our corporate secretarial service covers every statutory obligation under the Singapore Companies Act.
Annual Return Filing
We prepare and file your Annual Return with ACRA before the deadline - including financial statement attachments where required. Late filing penalties are never your problem.
AGM Facilitation
We prepare AGM notices, draft minutes, and maintain all documentation required under the Companies Act. For companies exempt from holding an AGM, we handle the paperwork accordingly.
Statutory Register Maintenance
We maintain your Register of Members, Register of Directors, Register of Charges, and all other statutory registers required under the Companies Act - always accurate and up to date.
Director & Officer Changes
Appointing or removing directors, changes to director particulars, and changes to the company secretary - all lodged with ACRA promptly and correctly.
Share Transfers & Allotments
We manage share transfers between existing shareholders, new share allotments, and the issue of new share certificates. All changes are reflected in the statutory registers and lodged with ACRA.
Resolution Drafting
Board and shareholder resolutions for business decisions, bank account opening, property transactions, and other corporate actions - drafted correctly and signed by the right parties.
Deadline Reminders
We proactively track all your compliance deadlines - Annual Return, AGM, financial year-end tasks - and notify you well in advance. You will never be caught off guard by an ACRA penalty.
CorpPass Management
We assist with CorpPass setup and administration - the government-issued digital identity your company needs to transact with Singapore government agencies online.
Don't risk late filing penalties
ACRA penalties for late Annual Returns start at S$300 and can reach S$600. Persistent non-filing leads to company strike-off. Karman monitors every deadline so you never have to worry.
Your year of statutory compliance, in one view
Every Singapore Pte Ltd faces a recurring set of deadlines. Karman tracks these for you, files on time, and flags any one-off events triggered by board, shareholder, or business changes.
Lock the financial year-end
Confirm the financial year end (FYE) with directors. Most Singapore companies adopt 31 March or 31 December - but any FYE is permissible if consistent.
Approve financial statements
Directors approve the audited or unaudited financial statements for circulation to shareholders. Small companies under the Companies Act audit-exemption rules may skip the audit.
Hold the AGM (or pass written resolutions)
Listed and most public companies must hold a physical AGM. Private companies can dispense with the AGM if all members agree, replacing it with written resolutions.
File the Annual Return with ACRA
Annual Return must be filed within 7 months of FYE for companies that hold an AGM, and within 5 months for AGM-exempt private companies. Late filing triggers automatic ACRA penalties (S$300–S$600).
Update the Register of Registrable Controllers
Every company must maintain an electronic Register of Registrable Controllers (RORC) with ACRA, and a corresponding internal register. Beneficial ownership above 25% triggers a controller filing.
IRAS Form C tax filing
Form C / C-S must be filed by 30 November each year. The corporate secretary works with your accountant to ensure tax computations align with the financial statements.
Director / officer changes
Any appointment, resignation, or change in particulars (residential address, ID, name) must be lodged with ACRA within 14 days. Late lodgements attract penalties.
Share allotments & transfers
New share issues, share transfers, share buybacks, and changes to share capital require board resolutions, register updates, and ACRA filings - typically within 14 days.
Changes to constitution / company name
Amendments to the company constitution, change of company name, or change of registered office require special resolutions, ACRA filings, and updated company records.
Charges & security interests
If your company creates a charge over its assets (e.g., for a bank loan), the charge must be lodged with ACRA within 30 days. Late lodgement risks the charge being void against a liquidator.
Should you hire a company secretary or outsource?
For most SMEs and growth-stage companies, outsourcing the corporate secretarial function is more cost-effective and lower-risk than hiring in-house.
| Consideration | Outsourced (e.g., Karman) Recommended for SMEs | In-house company secretary |
|---|---|---|
| Annual cost | S$600–2,500 per year | S$60K–120K per year (salary + benefits) |
| Qualifications | CGI / ICSA-qualified secretary, on-tap | Need to recruit and verify qualifications |
| Continuity | No disruption from staff turnover or sick leave | Risk of vacancy, knowledge loss when staff leaves |
| Scalability | Scales with you - no headcount conversation | Need to grow team for additional entities or M&A |
| Multi-jurisdiction expertise | Experience across many SG industries and structures | Limited to your in-house knowledge |
| Best for | SMEs, startups, holding cos, family offices, foreign-owned subsidiaries | Listed companies, large corporates with complex secretariat needs |
Onboard with Karman in 3 steps
Whether you're appointing your first corporate secretary or switching from another provider, the transition is fast and disruption-free.
Share your company details
Send us your UEN and current statutory documents. We assess your compliance status, identify any overdue filings, and flag immediate priorities (e.g., upcoming Annual Return).
We file the appointment
We draft a board resolution appointing Karman as your corporate secretary, lodge the change with ACRA, and request the statutory books from your previous secretary if you're switching providers.
Ongoing compliance, on autopilot
You get a dedicated secretary, a shared compliance calendar with deadline reminders, and same-day handling of director, shareholder, and share-capital changes. Filings happen well before deadlines.
Common corporate-secretarial failures — and how to avoid them
These are the most frequent issues we see when onboarding companies that previously self-managed or used a low-touch provider.
Late Annual Return filings
The most common ACRA penalty. Triggered by no calendar tracking, secretary turnover, or assuming the accountant handles it. Penalties (S$300–S$600 per offence) compound across financial years.
Stale statutory registers
Register of Members or Directors not updated after a share transfer, allotment, or director change. ACRA's records and your internal registers diverge - a problem during due diligence, audit, or M&A.
Missed Register of Registrable Controllers (RORC) updates
Beneficial ownership tracking is mandatory under the Companies Act. Failing to update the RORC within 7 days of a change is a statutory offence with penalties up to S$5,000.
Improper share allotments
Issuing new shares without the right resolutions, register entries, or ACRA filings can render the allotment void or distort the cap table - costly to unwind during fundraising or exit due diligence.
No AGM held and no exemption documented
Private companies can dispense with the AGM only if all members agree in writing. Skipping the AGM without proper documentation is a breach of the Companies Act and can void shareholder decisions.
Undocumented bank-account & signing changes
Banks ask for board resolutions when opening accounts, changing signatories, or restructuring corporate authority. Companies often realise too late that they have no resolutions on file - and have to back-paper years of decisions.
Common questions about corporate secretarial services
Yes. Under Section 171 of the Singapore Companies Act, every company must appoint at least one company secretary within 6 months of incorporation. The company secretary must be a natural person (not a corporate body) who is ordinarily resident in Singapore. A sole director cannot also serve as the company secretary. Failure to appoint a company secretary is a statutory offence that can result in fines for both the company and its directors.
A company secretary ensures that your company complies with the Singapore Companies Act throughout the year. Core responsibilities include filing the Annual Return with ACRA, facilitating the Annual General Meeting (or handling the AGM exemption process), maintaining all statutory registers (directors, shareholders, charges), lodging any changes to company officers or share structure with ACRA, drafting resolutions for board and shareholder decisions, and monitoring the company's compliance calendar. At Karman, your company secretary also provides guidance whenever you have questions about your statutory obligations.
ACRA imposes automatic late filing penalties when Annual Returns are not filed on time. The penalty is S$300 if the return is filed within 3 months after the statutory deadline, and S$600 if filed more than 3 months late. Beyond penalties, companies that persistently fail to file can be struck off the register by ACRA - effectively dissolving the company. Karman tracks all your compliance deadlines proactively and files your Annual Return well before the due date, so this is never a risk you face.
Yes, you can change your company secretary at any time. The outgoing secretary is formally resigned and the new secretary appointed by board resolution. The change must be lodged with ACRA within 14 days of the appointment. If you're switching to Karman from another provider, we manage the entire transition - including requesting the statutory books and records from your previous secretary. Switching is straightforward and there is no disruption to your company's compliance status.
The Annual Return deadline depends on your company's AGM status. Companies required to hold an AGM must file within 7 months after their financial year end. Companies exempt from holding an AGM (generally private companies with annual revenue below S$5 million and fewer than 20 shareholders) must file within 5 months after financial year end. Karman monitors your specific deadline and ensures your return is filed on time, every year.
The RORC is a beneficial-ownership register that every Singapore company must maintain. A "registrable controller" is generally any individual who ultimately owns 25% or more of the company's shares or voting rights, or otherwise exercises significant control. The internal RORC must be kept current, and any changes must be lodged in the central RORC at ACRA within 7 days. Failing to maintain the RORC is a statutory offence with penalties up to S$5,000. Karman maintains both your internal and ACRA-lodged RORC.
An EGM (Extraordinary General Meeting) is needed when a particular shareholder decision requires a meeting under the Companies Act or your constitution - for example, certain class-rights changes or where the constitution mandates it. For most private companies, written resolutions signed by the required majority of shareholders work in place of an EGM and are far quicker. Karman drafts written resolutions or convenes EGMs depending on what's required.
Yes. Changing the company name requires a special resolution of shareholders (75% majority), an availability check on the new name with ACRA, an application to ACRA for the change, and updates to the company constitution and statutory registers. Once ACRA approves, you'll receive a new Notice of Change of Name. We also help update bank accounts, MAS / IRAS / GST registrations, contracts, and stationery to reflect the new name.
Yes. A dormant company is still subject to the Companies Act - you must file an Annual Return (in a simplified form), maintain your statutory registers, hold or dispense with the AGM, and keep the RORC current. Striking off the company is the only way to escape these obligations. Karman offers a low-fee dormant-company package that handles the full annual compliance for inactive entities.
Directors run the business and make strategic, operational, and financial decisions. The company secretary is a separate statutory officer responsible for compliance with the Companies Act, ACRA filings, AGMs, statutory registers, and corporate governance. A sole director cannot also serve as the company secretary. The company secretary is often called the "compliance backbone" of a Singapore company - a role that is independent from the board's commercial responsibilities.
The company secretary must be a natural person who is ordinarily resident in Singapore - meaning a Singapore Citizen, Singapore PR, or someone holding a valid Employment Pass or EntrePass with a residential address in Singapore. A foreign resident without local immigration status cannot serve as company secretary. This is one reason most foreign-owned Singapore companies outsource the role to a Singapore-based provider like Karman.
Other services your company may need
Never worry about a compliance deadline again
Let Karman handle your corporate secretarial obligations - from Annual Returns to director changes.
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