A Guide for Foreign Tech Companies: The Cosec Role When foreign tech companies expand into Singapore, most attention goes to market strategy, hiring, and tax planning. That makes sense. Growth drives the decision to enter a new jurisdiction. But there’s another piece that often gets less attention until something goes wrong: the company secretary, or “cosec” role. In Singapore, this isn’t a ceremonial title. It’s a legal requirement and a practical function that sits at the centre of compliance. If you’re setting up a local subsidiary or branch, understanding the cosec role early will save you time and stress later. First, what is the cosec role? “Cosec” is shorthand for company secretary. Every Singapore company must appoint a company secretary within six months of incorporation. The individual must be ordinarily resident in Singapore. The company secretary is responsible for ensuring the company complies with statutory requirements. That includes maintaining registers, filing annual returns, recording board decisions, and tracking key changes such as director appointments or share trans fers. In simple terms, the company secretary keeps the legal structure clean and current. Why this matters more for foreign tech companies If you’re headquartered overseas, your instinct may be to centralise governance. Board approvals might sit at group level. Legal documentation might be handled by head office counsel. That works up to a point. But a Singapore entity is a separate legal person. It has its own directors, obligations, and filings. Even if it’s wholly owned, it must meet local requirements independently. This is where the company secretary plays a critical role. They bridge the gap between global group decisions and local compliance. The legal requirement is only the starting point Appointing a company secretary is mandatory. But treating the role as a box to tick is risky. The cosec is often the first person regulators or banks contact when reviewing corporate records. They maintain the statutory registers. They ensure annual returns are filed on time. They prepare written resolutions for director approvals. If these tasks are neglected, penalties can follow. More importantly, credibility can suffer. For foreign tech companies seeking grants, licences, or partnerships in Singapore, clean compliance matters. Supporting board governance in a cross - border setup Tech companies move fast. Decisions are made quickly. Documentation sometimes follows later. That pace can create friction in a new jurisdiction. Singapore expects formal documentation for board decisions. Share issuances, option grants, and director changes must be properly approved and recorded. The company secretary ensures resolutions are drafted correctly and minutes reflect what actually happened. They also confirm that actions taken at group level are mirrored appropriately at the Singapore entity level. Without this coordination, records drift out of sync. Shareholding and equity management Many tech companies use equity as a tool for growth. Founders hold shares. Investors come in through funding rounds. Employees receive options. Each of these actions affects the statutory registers of the Singapore company. The register of members must be updated accurately. Changes in share capital must be filed properly. Foreign founders sometimes assume head office cap table management covers everything. It doesn’t. The Singapore entity must maintain its own records, even if they mirror group ownership. A competent company secretary ensures that local registers match the economic reality. Managing director obligations Every Singapore company must have at least one director who is ordinarily resident in Singapore. This person carries legal responsibility under local law. The cosec supports directors by ensuring they understand filing deadlines, disclosure obligations, and governance requirements. This is particularly important when foreign founders appoint a nominee or local executive as director. Clear documentation protects both the company and the individuals involved. Annual compliance: predictable but unforgiving Singapore’s compliance framework is predictable. Annual returns must be filed. Financial statements must be prepared. Registers must be maintained. Deadlines are not flexible. Late filings attract penalties. Repeated non - compliance can lead to enforcement action. For foreign tech companies juggling multiple jurisdictions, it’s easy to overlook local deadlines. The company secretary acts as a control point. They track due dates and ensure filings are made on time. This reduces administrative risk and keeps the Singapore entity in good standing. Corporate changes during growth Growth brings change. Funding rounds. New investors. Director appointments. Changes in business activity. Each change may trigger filings or updates to registers. Some require board approval. Others require shareholder approval. The company secretary ensures the right process is followed. This includes preparing resolutions, lodging filings with authorities, and updating statutory records. Skipping steps or handling them informally can create complications during future fundraising or due diligence. Why many foreign tech firms outsource the role Few foreign tech companies hire a full - time in - house company secretary at the early stage. Instead, they rely on corporate secretarial services. Outsourcing provides local expertise without adding permanent headcount. It ensures compliance work is handled by professionals familiar with Singapore law and practice. Corporate secretarial services also provide continuity. Even if directors or finance staff change, the statutory records remain organised and current. For growing tech companies, this stability supports smoother operations. What to look for in a company secretary For foreign tech firms, technical knowledge is important. But so is communication. Your company secretary should understand cross - border governance. They should be comfortable coordinating with overseas counsel and group finance teams. They should explain requirements clearly, not hide behind jargon. Responsiveness matters too. When funding rounds move quickly, delays in documentation slow everything down. The right support feels steady rather than reactive. The risks of underestimating the role Some companies view the cosec role as administrative overhead. That mindset often leads to minimal engagement. Problems surface later. Inconsistent registers. Missing resolutions. Unfiled changes. These issues don’t usually cause immediate collapse. They create friction when the company needs credibility most. For tech companies planning eventual exits or regional expansion, clean records matter. Buyers and investors scrutinise governance carefully. Good secretarial discipline reduces surprises. Final thoughts For foreign tech companies entering Singapore, the company secretary is not just a legal formality. The role anchors local governance and compliance. Handled properly, it allows founders to focus on building products and markets. Ignored, it creates distractions and risk. Corporate secretarial services exist to support this function efficiently. Whether outsourced or internal, the key is clarity and consistency. If you’re expanding into Singapore, treat the cosec role as part of your operational foundation. It’s quiet work. But it keeps everything else standing.