“A Company Secretary is like a ship’s compass - you might not notice them in calm waters, but when the rules change, you’ll be glad they’re there.” – Matt Glynn

The company secretary manages the corporate governance and statutory administration of your company. They keep the official records in order, ensure filings happen on time, and make sure meetings and resolutions follow the rules.
 In many jurisdictions, appointing one is not optional - it’s a legal requirement from day one. Yet in the rush to launch and grow, many founders treat this role as an afterthought. 

This Station explains what the role of the Company Secretary, why they matter, and the risks of not ensuring the role is adequately performed.

Appointing your company secretary is an important (and often mandatory) stage of the start-up journey because:

◼️Legal compliance role: The company secretary handles the corp sec agenda including required filings and statutory registers.

◼️Mandatory appointment: In many countries, it’s illegal to operate without one.

◼️Corporate governance hygiene: Brings structure to board meetings and shareholder processes.

◼️Funding readiness: Makes due diligence faster and less painful through strong corporate records (resolutions and mintues of meeting)

◼️Decision validity: Ensures meeting records are accurate and resolutions are legally sound.

◼️Operational clarity: Keeps formal records of authority, roles, and ownership.

◼️Continuity during change: Manages formalities when directors or shareholders change.

◼️Avoiding penalties: Prevents fines and other sanctions for missed filings.

◼️AGM preparation: Coordinates notices, agendas, and voting procedures.

PAA: Is it a legal requirement to appoint a company secretary?
Yes - in many jurisdictions (including Singapore, Hong Kong, and UK), companies must appoint one. Failing to do so can lead to fines, a loss of legal standing, or company strike-off.

The consequences of not filling the corporate secretary role properly may include the following: 

Legal Implications
- Fines or strike-off for failing to appoint a company secretary when required.
- Resolutions invalidated due to improper meeting procedures.
- Regulatory sanctions for poor corporate governance.

Founder Relationship Issues
- Disputes over ownership due to inaccurate statutory registers.
- Confusion over decisions where minutes are incomplete or missing.

Commercial Implications
- Loss of investor confidence due to governance gaps.
- Funding delays from missing governance documents.

Operational Implications
- Directors wasting time fixing compliance issues instead of building the business.
- Inefficient board meetings and poor follow-up on decisions.

Biz Valuation Issues
- Lower valuation due to governance risks.
- Slower deal completion in M&A or investment rounds.

The above lists are indicative issues – the relevance of which will depend on your circumstances.

PAA: How much does a company secretary earn?
In Singapore, a full-time company secretary typically earns between SGD $80,000–$120,000 per year, depending on experience and company size.

1. Clarify the  corp sec role
- Understand the full scope of company secretarial duties in your jurisdiction.

2. Check legal requirements
- Confirm if you must appoint one - in many countries, it’s mandatory.

3. Appoint qualified talent
- Seek governance experience, corporate law knowledge, and precision.

4. Maintain statutory registers
- Keep records accurate and updated at all times.

5. Meet filing deadlines
- Calendar annual returns, director changes, and other required filings.

6. Document decisions
- Record all board and shareholder resolutions in a legally compliant format.

7. Prepare for AGMs
- Plan notices, agendas, and voting procedures early.

8. Consider outsourcing
- Use outsourced company secretarial services if a full-time role isn’t justified.

The above suggestions are just a few of the steps you can consider taking. There are many more things that need to be done to ensure the associated risks are effectively and pragmatically dealt with.

PAA: Who does the company secretary report to?
They usually report directly to the board of directors or the chairperson, rather than to the CEO.

While you may not need a full-time company secretary at the start, you can’t leave the duties undone. Some risks might never materialise - but when they do, they can kill funding rounds or attract regulatory penalties. Many startups use part-time or outsourced support to stay compliant without slowing down growth.

1. The Missed Funding Window – A fintech startup in Singapore lost a $3.5M Series A investment because it couldn’t produce accurate statutory registers during investor due diligence. The investor moved to a competitor while the founders scrambled for months to reconstruct missing records.

2. The Governance Fine – A UAE-based free zone company ignored the requirement to appoint a company secretary. The regulator issued a fine equivalent to two months’ operating costs and froze its corporate bank account until the role was filled.

3. The Founder Fallout – In Australia, two co-founders went to court over a disputed share transfer. Because there were no compliant board meeting minutes, the court relied on costly forensic evidence to decide the matter, draining $150,000 in legal fees.

PAA: Can you outsource the company secretarial function?
Yes - outsourcing is common for startups and SMEs who don’t need a full-time governance officer but still must meet legal obligations.

As a start-up operator you may not be familiar with legal jargon…

◼️Company Secretary – The officer responsible for statutory compliance, governance support, and corporate record-keeping.

◼️Company Secretarial Duties – Administrative, legal, and governance tasks required to keep a company compliant.

◼️Statutory Registers – Official records of shareholders, directors, and charges.

◼️Annual Return – A legally required annual filing detailing company information.

◼️AGM (Annual General Meeting) – The yearly shareholder meeting to approve key matters.

◼️Board Meeting Minutes – The formal written record of board decisions.

◼️Corporate Governance – The framework of rules and processes for directing and controlling a company.

◼️Event-Based Filing – Regulatory submissions required when specific company changes occur.

◼️Shareholder Resolution – A formal decision passed by shareholders per legal requirements.

◼️Compliance Calendar – A schedule of all statutory deadlines to ensure timely action.

Watch out for the legal jargon and refer to the knowledge hub.

PAA: What qualifications does a company secretary need?
Requirements vary - some jurisdictions demand certified governance professionals, others accept experienced administrators with corporate law knowledge.

The company secretary handles a small but critical slice of your compliance obligations. In many countries, you legally can’t operate without one. Get this role wrong, and you risk fines, disputes, and funding delays. Get it right, and you’ll have peace of mind that your governance basics are always covered.

We provide a full suite of company secretarial services for startups, including:

1. Company incorporation and governance structure advice.

2. Annual returns preparation and filing.

3. Board meeting minutes drafting and archive management.

4. AGM planning and execution.

5. Director and shareholder change filings.

6. Compliance audits and governance health checks.

7. Advising on qualifications for company secretary hires.

8. Outsourced company secretarial duties packages.

9. Investor due diligence readiness support.

10. Founder training on governance essentials.