—(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.
(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.
(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 —
on 15th May 1987 held the office of secretary in that company and continued to hold that office on 15th May 2003;
for at least 3 years in the period of 5 years immediately preceding his appointment as secretary, held the office of secretary of a company;
is a qualified person under the Legal Profession Act (Cap. 161), a public accountant, a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators, or a member of such other professional association as may be prescribed; or
is, by virtue of such academic or professional qualifications as may be prescribed, capable of discharging the functions of secretary of the company.
(1AB) The Registrar may require a private company to appoint a person who satisfies subsection (1AA)(b), (c) or (d) 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.
(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 prescribed person 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.
(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), (c) and (d) shall not be regarded as being a person who is qualified to discharge the functions of secretary under this subsection.
(1D) In this subsection and section 173, “secretary” includes an assistant or deputy secretary.
(1E) Where a director is the sole director of a company, he shall not act or be appointed as the secretary of the company.
(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.
(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.
(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]