Replacing a Corporate Secretary in Singapore
In the line of business, there may arise the need for the board of directors of a company in Singapore to resolve terminating and to replace a missing corporate secretary. In most cases, this happens when the secretary has failed to submit the reports on time, failed to communicate with the shareholders amicably, or when the corporate secretary asks for too much money aside from the annual retainer that has been paid. However generally, the secretary should not be resigning until they had completed their statutory duties to you and your company.
How to replace a missing corporate secretary?
A missing corporate secretary sounds a bit far-fetched, but it happens. For a myriad of reasons, a secretary can go missing, or can just abscond duty. In that case, you would have to resign him. If the secretary has been too busy lately such that it is always hard to get to him when you need to, that is enough reason to resign and replace him.
The law allows you to not have a corporate secretary for a period up to six months. Thus, while you are waiting for your corporate secretary to resume his duties, you can appoint another before the expiry of six months.
Changing a corporate secretary in Singapore is very easy. Even if the existing company secretary is still in position, appointing another one is not difficult at all. However, it is recommended that the secretary cooperate with the new provider during the switching process. Even if the board wants to replace the secretary and he is not cooperative, there are still laid down guidelines on how to remove one and that is possible to be done.
How to replace an uncooperative corporate secretary
If the corporate secretary has been missing in action for some time and as a result, he is to resign or be terminated:
- The board can ask the secretary to sign a resignation letter.
- The board should hold a meeting to pass a resolution to accept the resignation of the secretary.
- The necessary documentation should be filed with the ACRA to resign your secretary.
- A new corporate secretary may be appointed.
If the corporate secretary is uncooperative and you do not wish to continue using them as your company secretary in your Singapore Company, there is still a way to get him out of office and appoint another one.
- Following the provision in the company act for the removal of the secretary, it may include getting the approval of the shareholders.
- If there is no such provision, the directors should make a resolution on the resignation of the secretary.
- The board may then appoint another corporate secretary and mandate him with the collection of the files from the former secretary.
- Pay any outstanding bills on account of the former secretary, and clear any dues owed him.
- After that, the new secretary may wish to communicate with the former one to arrange for a handover.
- After resigning the secretary, make sure it is reported to ACRA within 14 days to avoid being penalized for the same. The appointment of a new secretary should also be reported.
J Accounting do provide you with company secretary services. If you need to replace a missing corporate secretary, do contact us for assistance.
