When a company secretary leaves or a new one takes over, the company must report the change to ACRA through BizFile within 14 days from the date of the change. Both the appointment and the withdrawal are handled by one eService, Appoint/Withdraw position holder, and in most cases the update is not complete until the person affected has endorsed it.
This guide covers who can file, what to prepare, how the filing and endorsement work, and what a late filing costs.
Who can file the change
ACRA accepts position holder filings from an authorised officer of the company, a registered corporate service provider (CSP), or a filer registered as a Group of Companies (GC).
Two limits catch first-time filers. A company officer cannot file their own withdrawal, so if the outgoing secretary is the person who usually handles BizFile, someone else with authority has to submit it. And if either secretary, incoming or outgoing, is a foreigner, the filing must go through a CSP.
Confirm the new secretary is eligible
ACRA sets three requirements for a company secretary. The person must:
- Be a real person, not a company;
- Be a Singapore citizen, a Singapore permanent resident, or someone who meets local residency rules; and
- Not be the same person as the company’s sole director.
The office also cannot stay empty for more than six months. If your secretary leaves before a replacement is found, that limit runs from the date they stop acting.
Before the appointment, the incoming secretary signs a consent to act as secretary (ACRA’s Form 45B). Under section 173C of the Companies Act, the company keeps the signed consent at its registered office. It is not lodged with ACRA, so nothing in BizFile will remind you to collect it.
Information to have ready
For the incoming secretary:
- Full name;
- Residential address and contact details; and
- NRIC or FIN number.
For the outgoing secretary:
- Full name;
- The date of withdrawal; and
- The reason for withdrawal.
Use the dates on which the change actually took effect, usually the dates in the resignation letter and the board resolution. The 14-day period counts from those dates, not from the day you open BizFile.
Filing the change on BizFile
- On the BizFile homepage, click Login and select Business User to sign in with Corppass.
- Click Manage on the top menu and select Appoint/Withdraw position holder.
- Start a new transaction, or continue a draft you saved earlier.
- To remove the outgoing secretary, go to the Withdraw position holder section, expand that person’s details, click Withdraw, select the position, and enter the withdrawal date and reason.
- Add the incoming secretary with the particulars listed above.
- Review the dates and identification numbers, then submit. ACRA charges no fee for this filing.
Endorsement by the secretary
Most position holder changes need endorsement from the person affected. The secretary logs in to BizFile with Singpass and accepts the pending request. They have 14 days to do so; if they do not, the update may be rejected.
Endorsement is not required when a CSP files the transaction, or when the lodger is filing their own appointment or withdrawal. Without endorsement, ACRA processes the change immediately. With it, processing can take up to 14 days.
Tell the incoming secretary to expect the request. A rejected update means the change is still not on record, so filing early in the 14-day window leaves room to resubmit.
Late filing penalties
A late filing costs a company S$50 within three months of the due date and S$200 after that.
ACRA charges the penalty separately for each change. A secretary handover usually involves two changes, the withdrawal and the appointment, so leaving both for more than three months would cost S$400 rather than S$200.
These figures are separate from the annual return penalties, which follow a different schedule. Check ACRA’s late lodgement page before relying on any amount, as ACRA updates it when the framework changes.
Getting help with the filing
Entrust Public Accounting Corporation is an ACRA-registered filing agent and has provided corporate secretarial services in Singapore since 2007. If your incoming secretary is a foreigner, or you would rather the filing go through without waiting on an endorsement, contact our corporate secretarial team to discuss the change.
