Common offences for local companies

Failure to maintain a registered office

You must have a registered office in Singapore from incorporation that:

• Must be open for at least three hours during normal office hours each day (excluding Saturdays, Sundays, and public holidays).

• Must be accessible to the public during these hours.

• Must be able to receive communications and notices.

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)

Failure to report changes to a registered office

You must notify ACRA within 14 days of any changes to:

• Registered office address

• Office hours

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)

Company name

Must appear in legible letters on:

• Company seal

• Business letters and statements

• Invoices and official notices

• Bills of exchange and promissory notes

• Cheques, orders, and receipts

• Letters of credit

Registration number

Must appear clearly on:

• Business letters and statements

• Invoices and official notices

• Publications

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)

Undischarged bankrupts acting as directors

Undischarged bankrupts cannot act as directors or manage the company without:

• Court permission

• Written permission from the Official Assignee

Penalty: Fine up to $10,000, imprisonment up to two years, or both.

More details: Section 148(1)

Convicted persons acting as directors

Individuals cannot act as directors if they have been convicted of:

• Fraud or dishonesty crimes with possible jail time of three months or more

• Offences under Part XII of the Securities and Futures Act 2001

• Civil penalties under the SFA

More details: Section 154(1)

Repeated filing failures

Individuals cannot act as directors for five years if they failed to file documents with ACRA repeatedly and were:

• Found guilty of filing offences

• Given court orders under Section 13 or Section 399

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)

Failure to report changes to key officers

You must notify ACRA within 14 days of any changes to your director, CEO, secretary, or auditor.

• Penalty: Fine up to $5,000, plus default penalties for each officer in default.

• Note: Directors who resign or are disqualified can personally notify ACRA if they believe the company will not do so.

More details: Section 173A(1), Section 173H(1), and Section 173(E)

Failure to hold annual general meetings (AGM)

You must hold AGMs within the given timeframe.

More details: Section 175

Failure to file annual returns (AR)

You must file ARs within the given timeframe.

More details: Section 197

Making false or misleading statements

You must not knowingly give false or misleading information in any documents to ACRA. This includes:

• Purposely leaving out important information

• Allowing anyone else to do this

Penalty: Fine up to $50,000, imprisonment up to two years, or both.

More details: Section 401

Operating unregistered businesses with 'Limited' or 'Berhad'

With the exception of foreign companies, unregistered businesses cannot:

• Use "Limited" or "Berhad" as the final word in their business name. This means no abbreviation, imitation or translation of these words as well.

• Claim the business is incorporated when it is not

Penalty: Fine up to $50,000, imprisonment up to two years, or both

More details: Section 405