Companies Act - Singapore Statutes Online

Secretary

171.—(1) Every company shall have one or more secretaries each of whom shall be a natural person who has his principal or only place of residence in Singapore and who is not debarred under section 155B from acting as secretary of the company.

[13/87; 40/89]

[Act 36 of 2014 wef 03/01/2016]

(1A) It shall be the duty of the directors of a company to take all reasonable steps to secure that each secretary of the company is a person who appears to them to have the requisite knowledge and experience to discharge the functions of secretary of the company.

[8/2003]

(1AA) In addition, it shall be the duty of the directors of a public company to take all reasonable steps to secure that each secretary of the company is a person who —

(a)	on 15 May 1987 held the office of secretary in that company and continued to hold that office on 15 May 2003; or
(b)	satisfies such requirements relating to experience, professional and academic requirements and membership of professional associations, as may be prescribed. [Act 36 of 2014 wef 01/07/2015]

(1AB) The Registrar may require a private company to appoint a person who satisfies subsection (1AA)(b) as its secretary if he is satisfied that the company has failed to comply with any provision of this Act with respect to the keeping of any register or other record.

[8/2003]

[Act 36 of 2014 wef 01/07/2015]

(1B) Any person who is appointed by the directors of a company as a secretary shall, at the time of his appointment, by himself or through a registered qualified individual authorised by him, file with the Registrar a declaration in the prescribed form that he consents to act as secretary and providing the prescribed particulars.

[12/2002; 8/2003]

[Act 36 of 2014 wef 03/01/2016]

(1C) A person to whom subsection (1AA)(a) applies who, after 15th May 1987, becomes a secretary of another company and is not qualified to act as secretary under subsection (1AA)(b) shall not be regarded as being a person who is qualified to discharge the functions of secretary under this subsection.

[8/2003]

[Act 36 of 2014 wef 01/07/2015]

(1D) In this section and sections 173 to 173I, “secretary” includes an assistant or deputy secretary.

[Act 36 of 2014 wef 03/01/2016]

(1E) Where a director is the sole director of a company, he shall not act or be appointed as the secretary of the company.

[5/2004]

(2) Subsection (1) shall not operate to prevent a corporation which was acting as the secretary of a company immediately before 29th December 1967 from continuing to act as secretary of that company for a period of 12 months after that date.

[S 258/67]

(3) The secretary or secretaries shall be appointed by the directors and at least one of those secretaries shall be present at the registered office of the company by himself or his agent or clerk on the days and at the hours during which the registered office is to be accessible to the public.

(3A) Notwithstanding subsection (3), a secretary, his agent or clerk of a private company need not be physically present at the registered office during the times specified in that subsection if a secretary, his agent or clerk of the private company is readily contactable by a person at the registered office by telephone or other means of instantaneous communication during those times.

[Act 36 of 2014 wef 01/07/2015]

(4) Anything required or authorised to be done by or in relation to the secretary may, if the office is vacant or for any other reason the secretary is not capable of acting, be done by or in relation to any assistant or deputy secretary or, if there is no assistant or deputy secretary capable of acting, by or in relation to any officer of the company authorised generally or specially in that behalf by the directors:

Provided that the office of secretary shall not be left vacant for more than 6 months at any one time.

(5) A provision requiring or authorising a thing to be done by or in relation to a director and the secretary shall not be satisfied by its being done by or in relation to the same person acting both as director and as, or in place of, the secretary.

[UK, 1948, s. 177-179; UK, 1985, s. 283; Aust., 1961, s. 132]

Search within Legislation