How to change a corporate secretary?

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How to change a corporate secretary?

The role of the company secretary is of crucial importance in present days, as the issue of effective corporate governance occupies a pivotal position in spheres of corporations and law enforcement. Your company might want to seek the services of a new corporate secretary if the present service provider fails to fulfil his assigned duties in compliance with the legal regulations of the country. In this blog, we tell you when considering such a change in service provider must be prudent, and how to conduct this change successfully.

Why change your corporate secretary?

  1. The inability of the corporate secretary to maintain proper communication regarding secretarial matters concerning the firm.
  2. The inability of the corporate secretary to furnish the firm with appropriate advice on functioning and compliance with ongoing legal requirements.
  3.  Failure on the part of the corporate secretary to cater to the ancillary services essential to a firm’s operation, such as, not holding a registered office in Singapore or inability to provide nominee directorial services.
  4. Besides, a company might also feel they are being exorbitantly charged by the corporate secretary, in lieu of his services.

Irrespective of the reason, changing a corporate secretary in a Singapore based firm is possible, feasible and easily achievable if the outlined procedures are carefully followed. If your company is seeking new corporate secretarial services Singapore, it is imperative that you take into consideration the time frame of such a change.

When should you change your corporate secretary?

While conducting a change in service providers, be sure to not inconvenience your company by interrupting important company deadlines that concern AGM Preparation or ACRA fillings. Keeping the best interests of your company, it is wise to opt for a change in corporate secretary, well ahead of the Annual General Meeting (AGM) which is usually scheduled for the month of June or soon after the financial year ends, so that your company avoids penalties or fines levied for delays. It is imperative to steer clear of deadlines that concern the preparation of audited or unaudited accounts, or deadlines to submit Annual Returns with ACRA.

How to change your corporate secretary?

In Singapore, changing your corporate secretary is easy. However, there are two achievable ways one company can opt for.

  • Ask your corporate secretary to resign: It is advisable to remove your corporate
    secretary with his consent by communicating with him the issues that govern his
    removal. If he is willing to resign, you need to pass a board resolution and
    accept his resignation. Following the board’s acceptance, you would be required
    to file your ACRA through bizfile website, which would serve as a notice of the
    resignation of the company’s corporate secretary. To appoint a new corporate
    secretary, your company needs to keep a few documents handy, which includes:
  • Former corporate secretary’s resignation letter.
  • Director’s Resolution in Writing (DRIW): It contains acceptance of former secretary’s
    resignation as well as important details concerning the appointment of the
    firm’s new corporate secretary.
  • Form 45B from the incoming secretary is required that specifies the incoming
    corporate secretary’s consent to serve as the firm’s corporate secretary.
  • A lodgement to ACRA informing them about the resignation of the former secretary
    and appointment of a new corporate secretary.

Your new corporate secretary should be
able to help you in preparing these documents if he has been authorized by the
board of directors via the DRIW to undertake the responsibility on the
company’s behalf, while the former corporate secretary retains office. Besides,
you can expect your corporate secretary to assist you in the collection of
files from the former secretary, preparing his termination letter while also
setting the firm’s statutory records in correct order, especially if the former
secretary was inconsistent in keeping registers updated with relevant filing
information.

  • Remove your corporate secretary without his consent: Certain
    circumstances, like the corporate secretary’s unwillingness to resign, might
    force you to opt for unconsented removal in compliance with the company’s
    constitutional procedures for removal. The board of directors are required to
    pass a resolution removing the corporate secretary, unless there are other
    specific provisions like acquiring shareholder’s approval. A company is
    required to follow the provisions outlined in its constitution, and in the
    absence of additional provisions, a board resolution would suffice. The former
    secretary must be informed about the resolution accepting his removal, and ACRA
    should be notified through bizfile, about the change in company secretary services within 14 days, to avoid penalties of any kind.

How to choose your new corporate secretary?

Once your corporate secretary has been
removed, you are required to fill that position with an eligible new corporate
secretary within the span of 6 months. While scouting for a new corporate
secretary, it is imperative to ensure that he fulfils the requirements of such
a position. The two essential qualification requirements that make a competent
corporate secretary eligible includes:

  1. He should be a resident of Singapore.
  2. He should not be the sole director of the company.

Besides these, to ensure that your company
has a competent corporate secretary, it might prove prudent to consider
individuals who fulfil any one of the following qualification requirements:

  1. Your company’s new corporate secretary can be a qualified individual registered
    under the Legal Profession Act; or
  2. He can be registered under the Accountants Act in the capacity of a public
    accountant; or
  3. He can be a bona fide member of the Institute of Certified Public Accountants of
    Singapore; or
  4. He can be a member of the Singapore Association of the Institute of Chartered
    Secretaries and Administrators (SAICSA).

For the level of competence the position of corporate secretary demands in a
company and its effective functioning in compliance with relevant regulations
outlined in the Companies’ Act, you must choose someone experienced for the
position, known for maintaining communication and precision in handling
affairs. As SAICSA is the primary body in Singapore that governs Singapore’s
corporate secretaries, being its member instantly makes an individual highly
qualified for the position of a corporate secretary.

Changing a company’s corporate secretary might feel like a daunting task, if you do not
have the right people to assist you. A removal of an existing corporate
secretary also warrants a quick appointment of a competent new individual for
the position and this can be best achieved if you’ve appointed the best service
providers for the job. At BizAtom, we understand how pivotal the role of a
corporate secretary is to the sustained success of your company, and we ensure specialized
corporate secretarial services tailored for your needs, throughout Singapore,
with our experienced and proficient team members.

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