Most business owners in Singapore are focused on sales, hiring, and growth. Compliance paperwork? That’s somewhere at the bottom of the list.

But here’s something that catches a lot of founders off guard: not having a corporate secretary isn’t just bad practice, it’s illegal.

Let’s break down what actually happens if you skip this role, and why it matters more than most people think.

It’s a Legal Requirement, Not Optional

Under Section 171 of the Singapore Companies Act, every company incorporated in Singapore must appoint a corporate secretary. This isn’t a recommendation. It’s the law.

Two rules apply:

• A new company must appoint a corporate secretary within 6 months of incorporation.
• An existing company cannot leave the position vacant for more than 6 months at any time.

If your company crosses either of those thresholds without a secretary in place, you’re already in breach.

So What Actually Happens?

1. ACRA Can Fine You Up to S$1,000

The Accounting and Corporate Regulatory Authority (ACRA) enforces compliance with the Companies Act. If you fail to maintain a corporate secretary, ACRA can impose a penalty of up to S$1,000 on the company and its directors personally.

That might not sound huge, but it’s just the starting point. Missing the corporate secretary role tends to trigger a chain of other problems.

2. You Start Missing Critical Filing Deadlines

The corporate secretary is responsible for making sure your company stays on top of statutory deadlines — things like annual return filings, director updates, and changes to shareholder information.

Without someone in that role, these deadlines slip. And ACRA takes missed filings seriously. Late or missing annual returns can result in additional fines and, in more serious cases, potential prosecution of directors.

3. Your Statutory Registers Fall Out of Date

Every Singapore company is legally required to maintain a set of statutory registers. These include records of directors, shareholders, secretaries, and share transfers.

If no one is maintaining these, your company records become unreliable. This creates problems not just with ACRA, but when you need to raise funding, bring on new shareholders, or go through any kind of corporate restructuring. Investors and lawyers will look at these records. Gaps or errors cause delays and erode trust.

4. Company Documents May Be Invalid

Directors’ resolutions, meeting minutes, share certificates — all of these need to be properly prepared and signed. A corporate secretary handles this. Without one, documents may be prepared incorrectly or not at all, which can make important business decisions legally questionable later.

5. Directors Can Be Held Personally Liable

This is the part most founders don’t expect. Under Singapore law, directors are personally responsible for ensuring the company maintains a corporate secretary. If the company is fined or faces regulatory action, that responsibility doesn’t sit only with the company — it can come back to you as a director.

One More Rule Worth Knowing

If you’re the sole director of your company, you cannot also serve as your own corporate secretary. Singapore law requires these to be two separate individuals. So even if you wanted to handle it yourself, you legally can’t if you’re the only director.

“I Just Forgot” Isn’t a Defence

ACRA doesn’t operate on a reminder system. The obligation to appoint and maintain a corporate secretary sits with the company and its directors from day one. Whether you knew about it or not, the clock starts ticking from incorporation.

The Good News: It’s Easy to Fix

Appointing a corporate secretary in Singapore doesn’t have to be expensive or complicated. Outsourced corporate secretary services exist specifically for this reason — to make compliance straightforward and affordable for SMEs.

At Tianlong, our corporate secretary service starts from just S$260 per year, and includes a named company secretary, automated compliance reminders, and access to a client portal for managing your company documents.

If your secretary position is currently vacant or if you’ve never appointed one, the best time to fix that is right now, before ACRA flags the issue.