In Singapore, all companies must have at least one director and one company secretary residing locally to fulfil statutory requirements. A corporate service provider can be engaged to take on these roles and assist in maintaining your business' compliance.
Over time, however, there may come a point where you need to change providers. The reasons can range from needing dedicated support to address increasing compliance demands to attracting new investors via capital raising exercises.
When that happens, the transition needs to be managed carefully.
In this article, we explore:
- When should you consider changing providers?
- What to look for in a new provider
- Considerations when switching providers
- How to change your corporate service provider seamlessly
- Why choose us for corporate services in Singapore
- FAQs about switching corporate services provider in Singapore
When should you consider changing providers?
If you’re wondering whether it is time to change your provider, consider these common scenarios where many businesses decide to make the move:
Pivoting to meet regulatory requirements
Following new laws that took effect in July 2024, the rules governing Singapore’s corporate services sector have been tightened significantly. All providers that handle responsibilities such as company secretarial support and nominee directorship arrangements must now be registered with the Accounting and Corporate Regulatory Authority (ACRA).
Changing providers, in this case, can be a strategic move to ensure that statutory roles are managed to the standards now required and give you confidence that your company remains in good standing.
Nominee arrangements are under the spotlight too. Only a registered corporate service provider can legally arrange for a local nominee director, and that individual must be properly vetted for eligibility. Penalties for related non-compliance have also been raised.
Matching support with growth and complexity
As your business grows, so do the demands on governance. New subsidiaries and cross-border transactions may bring additional compliance requirements that require a higher level of care. If there is a shift in strategy, it is worth assessing whether your current provider has the capacity to scale with you or whether a transition to a stronger partner is necessary to support continued growth.
Needing more responsive support
Importantly, for statutory roles that carry legal responsibility, there is a constant need for clear and timely communication. With matters such as filing annual returns and recording officer appointments, delayed replies may cause uncertainty and make it difficult to meet key deadlines in the long run. For many, that peace of mind may be reason enough to switch to a different provider.
What to look for in a new provider
More consideration therefore needs to be given to the process of appointing and changing providers. As regulations in Singapore become more robust, businesses must partner with corporate service providers that have the legal credentials to assist with incorporation, annual maintenance, complex shares related transactions and other corporate action.
It is no longer enough to focus just on price or convenience. At a minimum, they must be registered with the ACRA.
With this transition, you may also consider your existing and future business needs. This can include entity formation when you’re expanding your business as well as the obligations that come with it such as accounting and bookkeeping, payroll and tax filing.
As your business scales, it is pivotal to seek a service provider that offers a holistic approach in service integration, rather than working with separate entities for different functions such as accounting and tax. This reduces the complexity of managing multiple relationships.
A suitable provider that is familiar with your business operations can also anticipate these needs and provide proactive solutions.
Considerations for switching providers
Once you’ve decided it’s time to move on from your current provider, you will need to check your existing service agreement.
There is also the issue of continuity. The company secretary role, for example, cannot remain vacant for more than six months, so you will need to carefully plan the timing of resignations and appointments to avoid a compliance gap.
Ideally, your new provider should be ready to step in immediately to manage any time-sensitive compliance tasks.
How to change your corporate service provider seamlessly
With the above in mind, migrating to a new corporate service provider can be seen as an opportunity to strengthen compliance and upgrade the way your business is supported. Depending on the services you require, your chosen provider can guide you through the steps and oversee the handover of documents.
To put this into perspective, let's take a look at one specific aspect of switching providers: changing your company secretary.
Example: Changing of company secretary
The company secretary plays a key role in meeting statutory obligations, and in many cases, your corporate service provider will have supplied the named individual to serve as your secretary.
Here's how a change of company secretary typically happens, step by step:
1. Negotiate departure
Suppose your current corporate service firm has provided the named company secretary. When you decide to change providers, you’ll need to request a voluntary resignation from your existing secretary. Your board of directors may also pass a resolution to terminate the appointment.
2. Appoint a new secretary
As mentioned earlier, the company secretary position cannot be left vacant for more than six months. It is therefore advisable to have both the resignation and new appointment happen concurrently.
This will also give the incoming provider sufficient time to conduct the required due diligence review of your company before taking up the role. You’ll need to verify that your new candidate is:
- A Singapore citizen, Singapore permanent resident (PR) or an EntrePass holder living in Singapore
- Not the sole director of the company
- Preferably someone with proven secretarial experience and relevant professional qualifications, such as:
- Recognition under the Legal Professional Act
- Registration as a public accountant under the Accountants Act
- Membership in professional institutes such as the Institute of Singapore Chartered Accountants (ISCA) and Singapore Association of the Institute of Chartered Secretaries and Administrators (SAICSA)
3. File the change with the ACRA
For a smooth transition, some of the documents you will need prepared include the:
- Resignation letter from the outgoing secretary
- Directors’ Resolution in Writing (DRIW) that records the resignation or termination of the current secretary, together with the new appointment
- The incoming secretary’s signed Form 45B that indicates consent to act in the role
Your new secretary or service provider can coordinate these documents and lodge the change in ACRA’s BizFile⁺ system on behalf of your business. This must be done within 14 days of the change.
4. Arrange for a full handover
Once this is complete, the transfer of all statutory registers, minute books, filings and any other essential secretarial records will need to be arranged. Your new company secretary can assume this responsibility to ensure the continuity of documentation.
Why choose us for corporate services in Singapore
In our experience, the transition can be finalised within a week. This is subject to the full receipt of requisite documentation and completion of due diligence checks to ensure minimal disruption to your business. If you’re choosing Hawksford, much of the work can be handled directly by us and your outgoing provider.
As an ACRA-registered corporate service provider, we have the local knowledge and compliance expertise to make the transition as seamless as possible. Every company has its own priorities, which is why we offer a tailored approach, providing bespoke solutions that can fit your immediate needs and support longer-term plans.
For businesses with international operations, our global reach adds another layer of support to ensure consistency across jurisdictions. To explore how we can support your business, please get in touch with our Singapore-based team.
FAQs about switching corporate service providers in Singapore
Can I switch corporate service providers at any time?
Yes, you can. However, it is advisable to plan in advance and avoid switching close to important compliance deadlines such as your annual general meeting, annual return filing and audit finalisation.
Is it mandatory to have a company secretary in Singapore?
Yes. Every company must appoint a company secretary within six months of incorporation. The role cannot be left vacant for more than six months at any time. A penalty of up to SG$1,000 can be imposed for non-compliance.
Who can be the company secretary? Can a foreigner be appointed?
The secretary must be a natural person who is ordinarily resident in Singapore. If your company has only one director, that same person cannot act as the secretary. Many foreign-owned companies therefore partner with a corporate service provider for a qualified, resident secretary.
What is a nominee director in Singapore?
A nominee director is commonly appointed when a company needs a local resident director. This can be arranged through a corporate service provider in Singapore. The individual’s status as a nominee must be disclosed, recorded in your company’s Register of Nominee Directors and filed with the ACRA.
With this level of transparency, you’ll need to work with a trusted provider as they are responsible for both arranging the nominee and ensuring the process is effectively managed.
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