If you are a startup founder or a small business owner in Singapore, you are likely wearing many hats: CEO, Sales Director, and HR Manager.

Naturally, you might ask: “Can I also be the Company Secretary to save money?”

The short answer is NO.

Under Section 171 of the Companies Act, a Sole Director is legally forbidden from acting as the Company Secretary.

In this guide, we explain why this rule exists, the “Dual Capacity” prohibition, and why the new Corporate Service Providers (CSP) regulations in 2025 mean you need to be careful about who you appoint.

1. The “Sole Director” Restriction

Singapore law requires every company to have at least one Company Secretary. However, the law specifically prevents a “check and balance” conflict.

  • The Rule: If you are the only director of your company, you cannot be the Company Secretary. You must appoint a separate person.

  • The Logic: The Secretary’s job is to ensure the Director complies with the law. You cannot “police” yourself.

  • The Exception: If your company has two or more directors, one of them can be the Secretary (though it is generally not recommended for governance reasons).

Can Sole Director be Company Secretary Singapore Rules Table

2. Who Can Be Your Secretary? (The 2025 Update)

You cannot just appoint your spouse or a friend unless they meet the residency requirements.

  • Must be a Natural Person: You cannot appoint another company as secretary.

  • Must be “Ordinarily Resident”: They must live in Singapore (Citizen, PR, or EntrePass/EP holder).

The 2025 “CSP Act” Warning: With the new Corporate Service Providers (CSP) Act fully enforced in 2025, ACRA has cracked down on “sham” secretaries who do not actually perform their duties.

  • If you appoint a friend who has no knowledge of ACRA compliance, and your company misses a filing, BOTH you (the Director) and your friend (the Secretary) can be fined.

  • Professional Service Providers (like Excellence Singapore) are now strictly regulated and must be Registered Filing Agents (RFA).

3. What Does a Company Secretary Actually Do?

It is not just about “admin.” In 2025, the Secretary is responsible for high-stakes compliance filings that carry heavy fines if missed:

  1. The “BizFile” Gatekeeper: Filing Annual Returns, Change of Address, and Officer appointments.

  2. RORC & ROND Management: Maintaining the Register of Registrable Controllers and the new Register of Nominee Directors. (Penalties for errors here are now up to S$25,000).

  3. AGM Compliance: Ensuring your Annual General Meeting documents are drafted correctly.

4. How to Switch Your Company Secretary

If you are currently using a provider who is unresponsive or expensive, or if you are trying to “DIY” it illegally, switching is easy.

The Process:

  1. Board Resolution: We draft a resolution to remove the old secretary and appoint Excellence Singapore.

  2. Resignation: We collect the resignation letter from the previous secretary.

  3. ACRA Filing: We lodge the “Cessation” and “Appointment” on BizFile+ instantly.

  4. Handover: We retrieve your statutory registers and Minute Book from the previous agent.

Conclusion: Don’t Risk the Fine

Trying to save a few hundred dollars by being your own secretary (or appointing an unqualified person) is a compliance trap. One missed Annual Return penalty often costs more than the annual secretarial fee.

At Excellence Singapore, our Corporate Secretarial Services ensure you never miss a deadline. We handle the ACRA filings, the AGM paperwork, and the RORC updates so you can focus on your business.

Need to appoint or switch your Secretary? Contact us for a Seamless Transition.