Last reviewed 17 October 2026. Deadlines and penalties follow ACRA’s published guidance.
Every Singapore company must have at least one director and one company secretary. The secretary keeps the company’s statutory records, makes sure ACRA filings go in on time, and is the person who knows what has changed since the last filing. This page sets out what the role involves, the deadlines that matter, what happens when they are missed, and what we handle.
At a glance
| Topic | Rule |
|---|---|
| Company secretary | Every company needs one. Appoint within 6 months of registration, and the post can’t stay vacant for more than 6 months |
| Who can be secretary | A real person, not a company, who is a Singapore citizen, a Singapore permanent resident, or meets ACRA’s local residency rules. A sole director cannot also be the secretary |
| AGM | Non-listed companies: within 6 months after the financial year end (FYE). A private company can skip the AGM by sending financial statements to all members within 5 months after FYE |
| Annual return | Non-listed companies: within 7 months after FYE |
| Late annual return | S$300 if up to 3 months late, S$600 if more than 3 months late |
| Registrable controllers register | Update within 7 days of being told of a change, then file with the central register within 2 business days |
| Auditor | Appoint within 3 months of registration, unless the company is exempt from audit |
What a company secretary does
- Keeps the statutory registers: members, directors, secretaries and, where they apply, CEOs, auditors, nominee directors and nominee shareholders.
- Maintains the Register of Registrable Controllers (RORC), which records the individuals or entities with significant ownership or control, and files changes with the central register.
- Arranges the AGM or the circulation of financial statements to members, and files the annual return.
- Lodges changes with ACRA: new or resigning directors, a change of registered office, share transfers and allotments, a change of financial year end.
- Keeps minutes and resolutions, so there is a record of how decisions were made.
The deadlines that matter
Example (illustration only). ABC Pte Ltd is for illustration only, a private company with a 31 December 2026 year end.
| What | Rule | Date for ABC |
|---|---|---|
| Send financial statements to members, instead of holding an AGM | Within 5 months after FYE | 31 May 2027 |
| Hold the AGM, if it is holding one | Within 6 months after FYE | 30 June 2027 |
| File the annual return with ACRA | Within 7 months after FYE | 31 July 2027 |
ACRA lists a different annual return period for some companies, so check its page if your company has a share register kept overseas or a branch register. A dormant company still files an annual return, and files a tax return unless IRAS has given a waiver. If you need more time, ACRA allows an extension of up to 60 days for S$200, non-refundable, but it must be applied for before the deadline, and separately for the AGM and the annual return. Our post on ACRA annual return and AGM penalties explains how.
When a deadline is missed
- Late annual return. ACRA applies a lodgment penalty of S$300 when the filing is up to three months late, and S$600 when it is more than three months late. It is charged automatically when the late return is submitted on Bizfile.
- Composition sums. ACRA may offer a composition sum rather than going to court. In ACRA’s own example, a late AGM and a late annual return each carried a composition sum of at least S$500.
- Prosecution. If a composition is not accepted, or there are repeated late filings, ACRA may prosecute the company and its directors. A fine of up to S$10,000 per charge for a late annual return, or up to S$5,000 per charge for not holding an AGM on time, can follow.
- Directors. A director convicted of three or more filing offences in five years can be disqualified for five years. A director who fails to lodge required documents for three months or more continuously can be debarred from taking new appointments as a director or company secretary.
- Strike-off. ACRA can strike off a company it believes is not carrying on business, often after annual returns go unfiled.
A late annual return and a late AGM are separate breaches. Filing late on both is how a S$300 penalty becomes a larger bill.
The registers
A company has to keep these from the day it is incorporated:
- Register of Registrable Controllers, with a physical copy, unless exempted
- Registers of Nominee Directors and Nominee Shareholders, with a physical copy, unless exempted
- Electronic Register of Members
- Electronic Register of Directors
- Electronic Register of Secretaries
- Electronic registers of CEOs and auditors, if the company has either
Changes to the registrable controllers and nominee registers are also filed separately with ACRA’s central registers. For our work on the nominee side, see our pages on nominee directors and nominee shareholders, and our post on what to check before appointing a nominee director.
What we handle
| If you need to | Our page |
|---|---|
| Set up a company | Company incorporation |
| Use a registered office address | Registered office address |
| Appoint a local director | Nominee director |
| Move shares or issue new ones | Share transfer and allotment |
| Change your year end | Change of financial year end |
| Record a charge over company assets | Register of charges |
| Switch from another provider | Transfer in of existing entities |
| Close a company | Strike-off and deregistration |
| Bring a struck-off company back | Restoration of a struck-off company |
The annual return and the accounts depend on each other, so we usually keep the filing calendar alongside your bookkeeping and corporate tax work.
Questions we get asked
Does a small company with one director need a company secretary? Yes. Every company needs one director and one company secretary. If there is only one director, that person cannot also be the secretary.
When must the company secretary be appointed? Within six months of registration.
Can a foreigner be the only director? ACRA’s director rules say every director must be ordinarily resident, and list eligibility for a director as including being a Singapore citizen, permanent resident or meeting local residency rules. For the full position, read ACRA’s page or ask us before you incorporate.
Do we have to hold an AGM? A non-listed company holds it within six months after its financial year end. A private company need not hold an AGM if it sends financial statements to all members within five months after the year end.
Does a dormant company still file? Yes. ACRA requires an annual return even from an inactive or dormant company.
What if we have already missed a deadline? File as soon as you can. The penalty is S$300 for a return up to three months late and S$600 after that, so the cost grows the longer it waits. If ACRA has already written to you, tell us before you reply.
Who can see the registers? The registers are kept by the company. ACRA’s central registers for controllers and nominees are separate filings.
Talk to us about your company’s filings
Send us your company name, financial year end and the date of your last annual return, and we will tell you what is due and what is overdue. Ask our company secretarial team.
Sources
- ACRA, Post-registration guide: local company (1 April 2026)
- ACRA, Choosing company directors and other key officers (29 January 2026)
- ACRA, Deadline and requirements for annual returns (14 May 2026)
- ACRA, Due dates and requirements for AGMs (11 February 2026)
- ACRA, Penalties and enforcement action: late annual return filing (14 October 2026)
- ACRA, Setting up and maintaining a Register of Registrable Controllers (10 March 2026)
This is general information, not professional advice for your specific situation. Deadlines and penalties can change, so confirm them on ACRA’s website before relying on them.