Singapore’s compliance rules are designed to be business-friendly, but they are strictly enforced. ACRA and IRAS impose penalties for late or missed filings, and repeated breaches can affect directors personally.
Most breaches are not deliberate. They happen because founders are focused on customers, growth and payroll rather than the Companies Act. Below are seven common compliance mistakes we see, with a practical fix for each.
Mistake #1: Not filing your annual return on time or at all
The issue: The Annual Return (AR) is not filed with ACRA on time, or the company falls behind on its AGM. For most private companies, the AGM must be held within six months after the financial year end (FYE) and the AR filed within seven months after the FYE.
The result:
- ACRA imposes late lodgement penalties for overdue annual returns.
- Repeated breaches of filing obligations can lead to directors being disqualified.
- Outstanding filings can cause problems when your company needs official documents, financing or new business.
The fix:
- File the overdue AR through BizFile+ as soon as possible.
- Hold the overdue AGM, or, if your company qualifies, dispense with the AGM by a resolution agreed by all members.
- Track every filing date from your FYE so deadlines are not missed again.
How PC Lee & Co helps: We review your filing history, file overdue returns with ACRA and prepare the required meeting documents. Our corporate secretarial services keep future deadlines on track.
Mistake #2: Not having the right statutory registers or not having them at all
The issue: Companies must keep statutory registers, such as the registers of directors, secretaries and registrable controllers, together with minutes of meetings. For private companies, the register of members is kept electronically by ACRA, so share changes must be lodged correctly. These records are often kept loosely in spreadsheets, or not at all.
The result:
- Failing to keep required registers is a breach of the Companies Act.
- Missing registers raise red flags during due diligence for an investment, sale or bank loan, and slow down the deal.
- Failing to keep the register of registrable controllers is an offence for the company and its officers.
The fix:
- Rebuild the registers from the date of incorporation.
- Make sure the register of registrable controllers records everyone with significant interest or control, such as more than 25% of shares or voting rights.
- Keep registers in a secure, organised format and update them whenever something changes.
How PC Lee & Co helps: We rebuild missing registers, check director and shareholder histories against ACRA records, and keep your registers up to date.
Mistake #3: Not enough minutes from board and annual general meetings
The issue: Minutes are not taken, are lost, or contain only one line such as “Approved the accounts”. There is no record of discussions, declarations of interest or voting results.
The result:
- The company cannot easily show that decisions were properly made if a shareholder disputes a resolution.
- Gaps in records make due diligence, audits and bank applications harder.
The fix:
- Record the date, place, attendees, declarations of interest, key discussion points and the exact resolutions passed.
- Where written resolutions are used instead of meetings, make sure they are signed by the required members or directors and filed with the minutes.
How PC Lee & Co helps: As part of our corporate secretarial service, we prepare minutes and resolutions and maintain your minute book.
Mistake #4: Treating a nominee director as a formality
The issue: Foreign owners appoint a local nominee director to meet the residency requirement, but treat them as a “postbox”. The nominee is not told about major decisions, board meetings happen without them, and they never see the financial statements before filing.
The result:
- A nominee director has the same legal duties as any other director and can be held responsible for the company’s compliance.
- If the nominee resigns, the company may be left without the required locally resident director.
- Poorly documented arrangements create risk for both the owners and the nominee.
The fix:
- Keep the nominee director informed and involved in board decisions.
- Keep a signed and dated consent to act as director on file.
- Make sure at least one director is ordinarily resident in Singapore at all times.
How PC Lee & Co helps: We provide local resident director services with proper documentation, and make sure the director is informed before any board resolution is signed.
Mistake #5: Getting GST registration and claims wrong
The issue: A business crosses the GST registration threshold but registers late, or assumes it can claim back all the GST it paid before registering.
The result:
- Late registration can lead to a penalty of up to 10% of the GST due, and you may have to account for GST on sales made from the date you should have registered.
- GST paid before registration can only be claimed in limited cases, such as goods still held at registration and certain services received in the six months before registration. Our guide to reclaiming pre-registration input GST explains the rules.
- Errors in past returns may need to be corrected with IRAS.
The fix:
- Register for GST within 30 days once your taxable supplies exceed S$1 million in a calendar year, or are expected to exceed S$1 million in the next 12 months.
- Review your taxable turnover regularly if you are close to the threshold.
- Keep valid tax invoices and evidence that purchases were for business purposes before making input tax claims.
How PC Lee & Co helps: We check whether you need to register, help you correct past errors with IRAS and set up processes to monitor the registration threshold.
Mistake #6: Bad bookkeeping, or “We’ll catch up at the end of the year”
The issue: Receipts pile up, bank statements are not reconciled, and everything is handed to the accountant at year end.
The result:
- Deductible expenses are missed because they cannot be supported.
- Estimated Chargeable Income (ECI) and tax filings are less accurate.
- Audits and due diligence become slow and costly clean-up exercises.
The fix:
- Reconcile your bank accounts every month.
- Use a clear chart of accounts.
- Keep receipts and invoices in digital form. IRAS requires business records to be kept for at least five years.
How PC Lee & Co helps: Our accounting team handles monthly bookkeeping and reconciliation, and can bring records for past periods up to date.
Mistake #7: Not paying attention to the register of registrable controllers
The issue: Companies do not identify or record the people with significant control (for example, more than 25% of shares or voting rights). Some foreign shareholders assume the rules do not apply to them.
The result:
- Failing to maintain the register is an offence under the Companies Act for the company and its officers.
- Banks increasingly ask for this information when opening and reviewing accounts.
The fix:
- Send the required notices to shareholders and any persons you believe are controllers.
- Record each registrable controller’s particulars correctly.
- Update the register, and lodge the information with ACRA, within two business days of any change.
How PC Lee & Co helps: We identify your registrable controllers, prepare the notices and keep your register and ACRA records up to date.
Quick Compliance Checklist
| Area | Requirement | Next due |
|---|---|---|
| AGM | Held within 6 months after FYE (unless dispensed with or exempted) | |
| Annual Return | Filed within 7 months after FYE | |
| ECI | Filed within 3 months after FYE (unless exempt) | |
| Form C-S / C | Filed by 30 November | |
| Register of registrable controllers | Updated and lodged within 2 business days of a change | |
| Minutes and resolutions | Signed and kept in the minute book | |
| Director consents | Signed consent to act on file | |
| GST threshold | Taxable supplies reviewed regularly | |
| Bookkeeping | Bank accounts reconciled monthly |
How to Get Back on Track
If you have found gaps in your compliance history, act early. Correcting problems promptly is far easier than dealing with them after ACRA or IRAS takes action. For tax errors, IRAS’s Voluntary Disclosure Programme offers reduced penalties for qualifying disclosures.
How we help:
- Review: we look at your ACRA and IRAS filing history, statutory registers and board minutes to identify gaps.
- Rectify: we file missing documents, rebuild registers and prepare the required resolutions.
- Stay compliant: as your appointed company secretary, we keep track of your filing deadlines going forward.
We provide a fixed-fee quote once we understand what needs to be corrected.
Don’t Wait for a Penalty Notice
Compliance does not have to be difficult. PC Lee & Co provides corporate compliance services for Singapore businesses, whether you need to fix past issues or prevent new ones.
Contact our team for a confidential discussion about your company’s compliance.
This guide is for general information and reflects Singapore requirements as at 2026. Requirements can change, and your company’s obligations depend on its circumstances. PC Lee & Co is an ACRA Registered Filing Agent.
Related guides:
- Checklist for Singapore Companies’ ACRA Annual Return and AGM
- The Importance of Maintaining Statutory Registers (Beyond the RORC)