The rules in Singapore are meant to be good for business, but they are also strictly enforced [1]. ACRA and IRAS don’t give out warnings. They give out fines, penalties, and orders to disqualify directors [2].
What is real? Most of the time, people don’t mean to break the rules. They happen because the founders are more interested in customers, growth, and payroll than in Section 197 of the Companies Act [3].
At PC Lee, we have put together a list of the seven most common compliance mistakes we see. Each one has a clear fix and, if necessary, a way to fix it.
Mistake #1: Not filing your annual return on time or at all
The Issue:
The company had its annual general meeting (AGM), but the secretary forgot to file the Annual Return (AR) within 30 days. Or, even worse, there was no AGM at all [4].
The Result:
- Automatic fine: S$300 to S$450+ every month [2].
- Directors who file late three or more times in five years will automatically be disqualified for up to five years [5].
- The company becomes “delinquent,” which means it can’t get Certificates of Good Standing or bid on contracts.
The Fix:
✅ Use BizFile+ to file the overdue AR right away.
✅ If the AGM didn’t happen, hold an Extraordinary General Meeting (EGM) to approve the accounts after the fact.
✅ Hire a corporate secretarial compliance company to keep an eye on all filing deadlines.
PC Lee Remediation: We do a “Compliance Health Check,” file late ARs with ACRA, and take care of EGM minutes. Fixed fee of S$500 (plus a late fee that must be paid to ACRA).
Mistake #2: Not having the right statutory registers or not having them at all
The Issue:
Every business needs to keep certain records, such as the Register of Members, the Register of Directors, the Register of Controllers, and the Register of Substantial Shareholders [6]. People often keep these as Excel files, but sometimes they don’t keep them at all.
The Result:
- Violation of Section 196 of the Companies Act [6].
- Missing registers during due diligence (for an investment, exit, or bank loan) raise red flags and slow down deals.
- Directors who don’t follow the Register of Controllers could face criminal charges [7].
The Fix:
✅ Rebuild all registers from the date of incorporation.
✅ Make sure that the Register of Controllers lists everyone who has a lot of control (more than 25% of shares or votes) [7].
✅ Keep registers in a bound format or a safe digital storage space.
PC Lee Remediation: We rebuild missing registers, check the histories of directors and shareholders through ACRA, and store registers on our secure compliance portal. Set fee of S$350.
Mistake #3: Not enough minutes from board and annual general meetings
The Issue:
Minutes are either not taken, lost, or only have one-line entries like “Approved the accounts.” There is no record of discussions, declarations of interest, or voting results [8].
The Result:
- The company can’t prove that the process was followed if a shareholder disagrees with a resolution.
- If there is no proof of board approval, IRAS may not allow related-party transactions [9].
- Directors can’t use the “business judgment rule” unless they have written notes of their discussions [8].
The Fix:
✅ Minutes must include the date, place, attendees, declarations of interest, main points of discussion, and exact resolutions that were passed.
✅ All shareholders must sign resolutions instead of an AGM.
PC Lee Remediation: We write retrospective minutes based on the records we have, make sure they follow the Companies Act formatting, and keep your minute book in digital form. Part of our corporate secretarial retainer.
Mistake #4: The “Sleeping Director” Myth—Not Following the Rules
The Problem: Foreign owners hire a local nominee director but only use them as a “postbox.” The nominee doesn’t know about big deals, board meetings happen without them, and they never see the financial statements before they are filed [10].
The Result:
- The nominee director is legally responsible for everything the company does while they are in charge.
- If the nominee quits without warning, the company is out of compliance (no local director).
- If the director consent forms are not valid, ACRA may turn down filings [3].
The Fix:
✅ Directors must know everything and have a say in board decisions.
✅ Keep a signed and dated “Director’s Consent to Act” form on file.
✅ Make sure that at least one director lives in Singapore most of the time [1].
PC Lee Remediation: We offer qualified nominee director services and make sure they follow all the rules. Before they can carry out any board resolution, our nominee directors need to be fully informed and have the right paperwork. Clear fee structure: starting at S$2,800 per year [10].
Mistake #5: Claiming GST When You’re Not Eligible
The Issue:
A company that doesn’t have a GST number gets an invoice with GST on it and pays it. The owner thinks they can get it back later, but they never register for GST or do so late [11].
The Result:
- You can’t claim input tax that you paid before you registered for GST.
- If you register for GST late, you’ll have to pay a penalty of 5% of the tax due plus 2% interest each month [12].
- Required voluntary disclosure, which raises the risk of an audit.
The Solution:
✅ Sign up for GST within 30 days of making more than S$1 million in taxable income in a year.
✅ If below the threshold, check the rolling 12-month turnover every month.
✅ You need a valid tax invoice and proof that the goods or services were for business purposes in order to make an input tax claim [11].
PC Lee Remediation: We do a GST Health Check, help people make voluntary disclosures to IRAS, and set up systems to keep track of registration thresholds. Consultation starts at S$400.
Mistake #6: Bad bookkeeping—”We’ll catch up at the end of the year.”
The Problem: Receipts are crammed into drawers. There is no reconciliation of bank statements. “We’ll give the accountant everything at the end of the year.” [13]
The Result:
- Missed deductible expenses (you can’t claim what you can’t prove).
- ECI filings that are wrong (paying too much or too little tax).
- Audit and due diligence turn into costly rebuilding projects.
The Solution:
✅ Monthly checks of the bank account.
✅ A good chart of accounts.
✅ Digital storage of receipts and invoices (IRAS says they must be kept for 5 years) [14].
PC Lee Remediation: Our accounting services Singapore team does bookkeeping, reconciliation, and management reporting every month. You can catch up on your bookkeeping for past periods. Custom quote based on how many transactions you make.
Mistake #7: Not paying attention to the Register of Registrable Controllers
The Problem: Businesses don’t find and keep track of people who have “significant control” (more than 25% of shares or voting rights). Foreign shareholders think this “doesn’t apply” to them [7].
The Result:
- Criminal offense according to the Companies Act [7].
- ACRA can bring criminal charges against directors.
- More and more banks need this register to open an account.
The Fix:
✅ Send notices to all shareholders and nominees you know.
✅ Write down the names of the registrable controllers in the right way.
✅ Make sure to update the register within two business days of any change [6].
PC Lee Remediation: We do a Controller Identification Exercise, send out legal notices, and keep your Register of Controllers up to date and in full compliance. Fixed fee of S$300.
Quick Compliance Checklist (Print & Post)
| Area | Status | Next Due |
| ☐ Annual Return filed within 7 months of FYE | ⬜ | ________ |
| ☐ ECI filed within 3 months of FYE | ⬜ | ________ |
| ☐ Form C/C-S filed by 30 Nov | ⬜ | ________ |
| ☐ Updated register of controllers | ⬜ | ________ |
| ☐ Minutes of the board meeting or annual general meeting were signed and kept | ⬜ | ________ |
| ☐ Director’s consent on file | ⬜ | ________ |
| ☐ GST registration threshold checked | ⬜ | ________ |
| ☐ Monthly bank reconciliation | ⬜ | ________ |
The PC Lee Remediation Plan—Get Back to Compliant Quickly
Don’t worry if you’ve found holes in your compliance history. As long as you act quickly, ACRA and IRAS look favorably on “voluntary disclosure” [15].
Our 3-Step Process for Fixing Things:
- Compliance Audit—We look at your ACRA/IRAS filing history, statutory registers, and board minutes to find all the violations.
- Rectification—We file all missing papers, put registers back together, and write resolutions that are legal to do so.
- Future-Proofing—We set up a 12-month compliance calendar with automatic deadline reminders and a dedicated secretary to help.
Remediation packages with a set fee are available. Most businesses are fully compliant within 7 to 14 working days.
Don’t Wait for the Notice of Penalty
You have to follow the rules, but it doesn’t have to be hard. PC Lee & Co offers professional corporate compliance services Singapore business owners trust, whether you need to fix mistakes from the past or make sure they don’t happen again.
[Get in touch with our compliance team today] to talk in private. We will tell you exactly what is wrong and how much it will cost to fix it.
This guide is correct as of 2026. PC Lee & Co is a registered public accounting firm in Singapore and an approved nominee director provider.
References[1] Accounting and Corporate Regulatory Authority (ACRA), Singapore. (2025). Guidance on Director Duties and Compliance Obligations.
[2] ACRA. (2025). Late Filing Penalties and Director Disqualification Framework.
[3] ACRA. (2024). Companies Act (Chapter 50) – Key Provisions for Directors and Secretaries.
[4] ACRA. (2025). Guidance on Annual General Meetings and Annual Returns.
[5] Ministry of Finance, Singapore. (2024). Director Disqualification Regime – Practice Note.
[6] ACRA. (2025). Maintenance of Statutory Registers – A Guide for Companies.
[7] ACRA. (2024). Register of Registrable Controllers – Obligations and Penalties.
[8] Singapore Institute of Directors (SID). (2024). Board Minutes and Record-Keeping Best Practices.
[9] Inland Revenue Authority of Singapore (IRAS). (2025). Related Party Transactions and Transfer Pricing Guidelines.
[10] ACRA. (2024). Nominee Director Services – Regulatory Requirements and Best Practices.
[11] IRAS. (2025). GST Guide for Businesses – Registration and Input Tax Claims.
[12] IRAS. (2025). Late Registration Penalties for GST.
[13] IRAS. (2025). Record Keeping Requirements for Businesses.
[14] ACRA. (2025). Financial Reporting and Record Retention Guidelines.
[15] IRAS. (2024). Voluntary Disclosure Programme for Tax Errors.