Common offences for local companies
Learn about common company offences under Singapore's Companies Act 1967, including penalties for registration, filing, and director offences.
These Companies Act 1967 requirements are often overlooked. Avoid these common offences, which can lead to penalties or enforcement action.
Registered office requirements
Common offences: Registered office
Offence | Details |
|---|---|
Failure to maintain a registered office | You must have a registered office in Singapore from incorporation that:
Penalty: Fine up to $5,000 plus default penalty. This applies to both the company and each officer in default. More details: Section 142(1) (opens in new tab) |
Failure to report changes to a registered office | You must notify ACRA within 14 days of any changes to:
Penalty: Fine up to $5,000 plus default penalty. This applies to both the company and each officer in default. More details: Section 143(1) (opens in new tab) |
Company name and registration display
You must display your company name and registration number on specific business documents.
Detailed requirements
Requirement | Details |
|---|---|
Company name | Must appear in legible letters on:
|
Registration number | Must appear clearly on:
|
More details: Section 144 (opens in new tab)
Director requirements and disqualifications
Common offences: Directors and their duties
Offence | Details |
|---|---|
Failure to have at least one director that is ordinarily resident | If there is only one member of the company, that person can be both owner and director. More details: Section 145(1) (opens in new tab) |
Undischarged bankrupts acting as directors | Undischarged bankrupts cannot act as directors or manage the company without:
Penalty: Fine up to $10,000, imprisonment up to two years, or both. More details: Section 148(1) (opens in new tab) |
Convicted persons acting as directors | Individuals cannot act as directors if they have been convicted of:
More details: Section 154(1) (opens in new tab) |
Repeated filing failures | Individuals cannot act as directors for five years if they failed to file documents with ACRA repeatedly and were:
During this period, individuals need court permission to take on any director or management role. Penalty: Fine up to $10,000, imprisonment up to two years, or both. More details: Section 155(1) (opens in new tab) |
Filing and notification duties
Common offences: Not filing and notifying ACRA
Offence | Details |
|---|---|
Failure to report changes to key officers | You must notify ACRA within 14 days of any changes to your director, CEO, secretary, or auditor.
More details: Section 173A(1) (opens in new tab), Section 173H(1) (opens in new tab), and Section 173E(1) (opens in new tab) |
Failure to hold annual general meetings (AGM) | You must hold AGMs within the given timeframe. More details: Section 175 (opens in new tab) |
Failure to file annual returns (AR) | You must file ARs within the given timeframe. More details: Section 197 (opens in new tab) |
False statements and unregistered business
Common offences: Statements, company name, and registration
Offence | Details |
|---|---|
Making false or misleading statements | You must not knowingly give false or misleading information in any documents to ACRA. This includes:
Penalty: Fine up to $50,000, imprisonment up to two years, or both. More details: Section 401 (opens in new tab) |
Operating unregistered businesses with 'Limited' or 'Berhad' | With the exception of foreign companies, unregistered businesses cannot:
Penalty: Fine up to $10,000, imprisonment up to two years, or both More details: Section 405 (opens in new tab) |
