The failure mode with these arrangements is not bad service — it is a gap between what the client assumes is covered and what the provider actually does. Annual controller verification notices, minute books and central register filings are the three items most often assumed to be included and most often not. The scope schedule exists to settle that in writing.
Corporate Secretarial Services
Registered office, company secretary and compliance support
The failure mode with these arrangements is not bad service — it is a gap between what the client assumes is covered and what the provider actually does. Annual controller verification notices, minute books and central register filings are the three items most often assumed to be included and most often not. The scope schedule exists to settle that in writing.
| Item | Detail |
|---|---|
| Client | [COMPANY NAME], UEN [UEN] |
| Provider | [PROVIDER NAME], UEN [UEN] |
| Registered filing agent registration | [NUMBER] |
| Named company secretary | [NAME] — ordinarily resident in Singapore |
| Registered office to be provided | [Yes, at the address below — or No] |
| Commencement | [DATE] |
| Term | [12] months, renewing annually |
| Annual fee | S$ [AMOUNT] — covering the services in Schedule 1 only |
| Client contact | [NAME], [EMAIL] |
| Provider contact | [NAME], [EMAIL] |
1. Appointment
1.1The Client appoints the Provider to supply the services in Schedule 1, and the Provider accepts.
1.2The Provider shall procure that [NAME], who is ordinarily resident in Singapore and qualified to act, is appointed company secretary of the Client.
1.3[Where registered office is provided] The Provider shall permit the Client to use [ADDRESS] as its registered office, and shall ensure it is open and accessible to the public for the hours required.
1.4The Provider does not act as a director of the Client under this agreement. Any nominee director arrangement is separate and must be documented separately.
1.5The Provider is a registered filing agent and shall maintain that registration throughout the term.
2. Client Obligations
2.1The Client shall:
(a)provide complete and accurate information, promptly, including on any change to directors, shareholders, controllers, addresses or the business;
(b)provide the identification and verification documents the Provider requires for customer due diligence, and update them on request;
(c)notify the Provider of any transaction, resolution or event requiring a filing, before it occurs where possible;
(d)approve documents and provide signatures within the time needed to meet statutory deadlines;
(e)collect and respond to correspondence received at the registered office; and
(f)pay fees when due.
6 more pages in the Word file
This is page 1 of the Word document, exactly as it appears when you open it. Fields shown like THIS are placeholders for you to complete.
These notes accompany the template and explain the drafting choices, the compliance points and the mistakes most often made with this document. They appear as a final page in the Word file, intended to be deleted before the document is executed.
Almost every problem in these arrangements traces back to a difference between what the client assumed and what the provider agreed to do. Schedule 1 lists twenty-three services with a yes-or-no against each. Completing it takes twenty minutes and prevents the situation where a filing was nobody’s job.
Annual controller verification notices, central register filings, and the minute book. Clients assume all three are covered by a company secretarial retainer; providers frequently price them separately or omit them entirely. Items 3 to 5 of the review annexure exist because these are the ones that matter and the ones that get missed.
The register of registrable controllers must be kept **and** the information filed with the central register and kept updated there. A provider maintaining an immaculate register at its own office, with nothing filed centrally, has not discharged the obligation. Ask about both separately.
Engaging a provider does not discharge the directors’ statutory obligations. A missed annual return or an unregistered charge lands on the directors regardless of who was supposed to file it. Clause 4.4 says this plainly because directors regularly assume otherwise, and the assumption is comfortable right up until it is not.
Only registered filing agents may make certain filings, and nominee director appointments made by way of business must be arranged through a registered corporate service provider. Verify the registration directly rather than relying on a claim in a proposal.
Corporate secretarial services and nominee directorship are different arrangements with different risks and different regulatory requirements. Clause 1.4 keeps them apart. A single bundled agreement obscures the nominee’s duties and exposure, which serves neither side.
The company secretary is an individual holding a statutory office, not a firm. Know who it is, that they are ordinarily resident in Singapore, and that they are qualified. Note that for a company with a sole director, the secretary cannot be that same person.
The most damaging disputes in this area involve a company unable to obtain its own registers and minute book during a fee disagreement, often while a transaction is live. Clause 5.3 addresses it. Agree the position at signature, when neither side is aggrieved.
Terminating a provider without arranging a replacement secretary leaves the office vacant, and it must not remain so for more than six months. Sequence the change: appoint the incoming secretary, then release the outgoing one.
A cap at the annual fee is common and is very small relative to the consequences of a missed charge registration, a late allotment return or a stale controllers register. Consider whether it is proportionate, and check the provider’s professional indemnity cover.
Retainers advertised at a low annual figure frequently exclude every filing beyond the annual return. Ask for the schedule of additional charges before signing, and estimate the realistic annual cost including the filings you actually expect to make.
The provider handles directors’ and shareholders’ identification numbers, residential addresses and dates of birth. The immediate breach notification in Clause 6.1 is what makes your own notification timeline achievable — a provider that tells you weeks later makes it impossible.
Registered filing agents have anti-money-laundering obligations and may decline or terminate without being able to explain why. A client that finds a provider suddenly unwilling to act should not assume it is a commercial dispute.
A retainer that suited a dormant holding company is inadequate for one with employees, investors, charges and share issues. Growth outpaces the arrangement quietly. An annual review using the annexure catches it before a deadline does.
Reflects Singapore law and practice current as of {{DATE OF USE}}. Registered filing agent and corporate service provider requirements, register and central filing obligations, and company secretary requirements under the Companies Act 1967 all change and were amended significantly in 2024 and 2025 — confirm the current position and have any agreement reviewed before signing.
This is a ready-to-use template provided for convenience. Laws and requirements change, and every situation is different — please have it reviewed by a qualified professional (a lawyer, corporate secretary, or accountant as relevant) before you rely on it.