There are situations when the appointed Company secretary needs to be resigned or changed and this is a fairly simple process if the outgoing company secretary is cooperative with this.

Resignation of Company secretary

If the Company secretary is willing to resign (i.e. provide his signed resignation letter) the company only needs to pass a board resolution accepting the resignation of such company secretary. Thereafter necessary ACRA filings need to be made via bizfile website to resign the company secretary.

Appointment of Company Secretary

A board resolution is also required for appointment of Company Secretary once the Company secretary has consented to act so, via prescribed form 45B. Thereafter ACRA needs to be informed as well for the appointment via bizfile.

Removal of Company Secretary (without his consent)

  • If the outgoing Company secretary is not cooperative and not willing to sign his resignation letter, he may be removed from his position and thereafter notified about the same.
  • If the Company’s Articles of Association has any specific provisions about removal of Company secretary (such as shareholder’s approval etc), the same must be followed accordingly before company secretary can be removed.
  • If absence of any specific provisions in articles of association of the Company, a directors resolution will be sufficient to remove the Company secretary.

Once a company secretary is removed/resigned/appointed, same must be reported to ACRA within 30 days, failing which late filing penalties are payable to ACRA.

Please note that approved corporate services provider shall be considered for acting as the Company secretary of the Company once the Company secretary has been resigned or removed.

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