Let’s talk

Insights for your business.

Changing Your Company Secretary in Singapore: The Records Checklist and CSP Due Diligence

Short answer: To change your company secretary in Singapore, the directors appoint the new secretary by resolution, the new secretary files a consent to act, and the company notifies ACRA of the appointment and the outgoing secretary’s cessation within 14 days. Before the switch, collect every statutory record from your old provider, because the new corporate service provider must also complete its own customer due diligence.

Key facts at a glance

  • Section 171 of the Companies Act 1967 requires every company to have at least one secretary who is a natural person with his or her principal or only place of residence in Singapore.
  • The secretary is appointed by the directors, and the office must not be left vacant for more than 6 months at any one time.
  • A sole director must not act or be appointed as the company’s secretary.
  • The company must notify ACRA within 14 days of a secretary’s appointment or cessation (section 173A). Filing is free on Bizfile; late lodgement penalties are S$50 within three months and S$200 after that.
  • Since 9 June 2025, the Corporate Service Providers Act 2024 requires every firm providing corporate services by way of business to be registered with ACRA and to carry out customer due diligence, including on beneficial owners.
  • Accounting records must be kept for at least 5 years from the end of the financial year in which the transactions are completed (section 199(2)).

Most business owners change their company secretary for ordinary reasons: slow replies, missed deadlines, fees that crept up, or a provider that cannot also handle the accounts and tax. The legal step is short. The part that goes wrong is the handover, when records stay with the old firm and the new one starts with gaps. This guide covers both, and adds the due diligence step that the Corporate Service Providers Act 2024 now makes unavoidable. This article also focuses on the records checklist and the onboarding checks.

Can you change your company secretary at any time?

Yes. A Singapore company can change its secretary whenever the directors decide to, because the secretary is appointed by the directors and serves at their discretion, subject to any notice period in your service agreement with the outgoing provider.

Section 171 of the Companies Act 1967 sets the rules that the new appointee must satisfy:

When you engage a corporate service provider, the provider supplies a named individual who meets these conditions. Check that the named person is an employee or officer of a firm registered with ACRA as a corporate service provider. For more on who may take the role, see our guide on appointing a company secretary in Singapore.

What are the steps to switch to a new corporate service provider?

The switch takes four stages: engage the new provider and clear its due diligence, collect the records, pass the board resolution, and file the change with ACRA within 14 days.

  1. Give notice to your current provider. Read your engagement letter for the notice period, any outstanding fees and how records are returned. Ask in writing for the full set of statutory records and a list of pending filings.
  2. Complete the new provider’s onboarding checks. Expect to provide identity documents for directors, shareholders and beneficial owners, proof of address, and an explanation of the company’s business and source of funds.
  3. Collect the records using the checklist in the next section, and reconcile them against the company’s Bizfile business profile.
  4. Pass a directors’ resolution appointing the new secretary and recording the cessation of the outgoing secretary, with an effective date.
  5. The new secretary consents to act and the appointment and cessation are filed on Bizfile through the “Appoint/Withdraw position holder” eService within 14 days of the effective date.
  6. Update everything that hangs off the secretary or provider: the registered office address if it was supplied by the old firm, Corppass access, the IRAS tax agent arrangement if the old firm filed your taxes, and the company’s bank records.

ACRA’s guide on appointing or withdrawing position holders explains the Bizfile steps. Two points matter in practice. First, a company officer cannot withdraw himself or herself on Bizfile; another authorised position holder or a corporate service provider must file the withdrawal. Second, most changes need endorsement from the affected person within 14 days, but endorsement is not required where a registered corporate service provider files the transaction.

What records should you collect from your old company secretary?

Collect every document the Companies Act requires the company to keep, plus the working papers that let the new provider pick up mid-cycle. The company owns these records, not the secretary.

Record Why it matters Legal reference
Constitution and any amendments Sets the rules for appointing officers, meetings and share transfers Companies Act 1967
Minute books of general meetings and directors’ meetings, and all written resolutions Evidence of every decision, including allotments, dividends and officer changes Sections 188 and 189
Signed consents to act and statements of non-disqualification for each director and secretary Must be kept at the registered office Section 173C
Register of registrable controllers Must be kept up to date and is needed for the new provider’s due diligence Section 386AF
Register of nominee directors (and nominee shareholders, if any) Shows who any nominee director acts for Section 386AL
Share certificates, transfer forms and stamp duty records Supports the electronic register of members kept by ACRA Section 196A
Past annual returns, AGM documents and financial statements Shows filing history and the next due dates Section 197
Accounting records, if the old provider kept your books Must be kept for at least 5 years Section 199(2)
Common seal or company stamp, if held by the provider Needed to execute some documents Constitution

Ask for originals of anything signed in wet ink and a complete electronic copy of the rest. Then compare the minute books against the Bizfile business profile: each change of director, share allotment and registered office move recorded with ACRA should have a matching resolution. Gaps found now are cheaper to fix than gaps found during a bank review, an investor’s due diligence or a strike-off. Our guide to statutory registers in Singapore sets out what each register should contain.

What due diligence will the new corporate service provider carry out?

A new provider must identify and verify the company, its directors and its beneficial owners before acting, because the Corporate Service Providers Act 2024 imposes anti-money laundering, counter-terrorism financing and counter-proliferation financing obligations on every registered provider.

According to ACRA’s summary of the Corporate Service Providers Act 2024, which took effect on 9 June 2025, a registered provider that breaches these obligations can be fined up to S$100,000 for each breach, and so can its senior management. That is why providers now ask more questions than they did a few years ago, even when you are simply changing secretaries rather than incorporating.

What you should have ready

For remote clients, expect a video call. At Raffles Corporate Services, compliance check fees apply where required: S$80 for work pass holders, S$250 for non-resident entities and S$400 for non-resident individuals. Read more in our explainer on how the Corporate Service Providers Act 2024 affects your company.

When is the best time to change your company secretary?

The best time is shortly after your annual return has been filed, or at least two months before the next AGM or annual return deadline. That gives the new provider a full cycle to review the records before anything is due.

Timing to avoid

The legal change itself takes little time. Once due diligence is cleared and the resolution is signed, a filing made by a registered provider generally takes effect without waiting for endorsements.

What happens if the old provider will not release your records or file the cessation?

The company is entitled to its records, and the outgoing secretary has a statutory way to report his or her own cessation if the company does not.

Section 173E(3) of the Companies Act allows a secretary who has resigned and given notice to the company, or who has been removed, to notify ACRA directly if he or she has reasonable cause to believe the company will not. In the other direction, the new provider can file the withdrawal of the outgoing secretary on the company’s behalf, because a position holder cannot withdraw himself or herself on Bizfile. See our guide to filing a notice of cessation when an officer leaves.

If records are withheld, start with a written request that lists each item and sets a reasonable deadline. Unpaid fees are the usual cause. Where a provider still refuses to return company property, the matter becomes a legal one, and the company should take advice from a Singapore law firm.

How much does it cost to change your company secretary?

ACRA charges no fee to appoint or withdraw a position holder. Your cost is the new provider’s annual fee, any one-off onboarding or compliance check fees, and any exit charges in your old contract.

Item Cost
ACRA filing to appoint or withdraw a secretary Free
Late lodgement penalty (filed within three months of the due date) S$50 per change
Late lodgement penalty (more than three months late) S$200 per change
Raffles Corporate Services Annual Corporate Package (named secretary, registers, AGM documents, annual return filing including the S$60 ACRA fee) S$600 a year
Raffles Corporate Services Registered Office Package (only with the corporate package) S$200 a year

Frequently asked questions

Do shareholders need to approve a change of company secretary?

Usually not. Section 171 of the Companies Act provides that the secretary is appointed by the directors, so a directors’ resolution is normally enough. Check your constitution in case it adds any requirement.

Can a director also be the company secretary?

Yes, if the company has two or more directors and that director is resident in Singapore. A sole director cannot also be the secretary.

How long do we have to tell ACRA about the new secretary?

Within 14 days of the appointment and of the outgoing secretary’s cessation. Filing after that attracts a late lodgement penalty of S$50, rising to S$200 if more than three months late.

Does the old secretary have to agree to be removed?

No. The directors can end the appointment, subject to the commercial terms of your service agreement. The removal is filed on Bizfile by an authorised officer or the new corporate service provider.

Will changing secretary affect our registered office address?

Only if the outgoing provider also supplied your registered office. If so, move the address at the same time and notify ACRA within 14 days, and arrange for mail forwarding during the changeover.

Can we stay without a company secretary for a while?

Only briefly. The office must not be left vacant for more than 6 months at any one time, and in the meantime there is no one formally responsible for the company’s statutory filings.

Need help with this?

Raffles Corporate Services can handle the ACRA filings, compliance documentation and records for you, and where court proceedings or legal advice are needed, we work with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice.

Email: [email protected]
Call, SMS or WhatsApp: +65 8501 7133

Last reviewed: 4 October 2026. The Editorial Team, Raffles Corporate Services.

Submit a Comment

Your email address will not be published. Required fields are marked *

Real people. Right here in Singapore.

Let’s get to work.

Hop on Raffles Corporate Services