Starting a business in Singapore is exciting—but many startup founders quickly discover that staying compliant with corporate regulations can be overwhelming. In the rush to build the product, raise capital, and expand the team, important legal obligations often get overlooked. One of the most critical aspects that startups tend to neglect is corporate secretarial compliance.
Corporate secretarial functions ensure that your company stays in good standing with ACRA, complies with the Companies Act, and maintains proper documentation of corporate actions. Unfortunately, many startups make costly mistakes that could have been avoided with the right guidance.
Here are the top 5 corporate secretarial mistakes startups in Singapore often make, and what you can do to steer clear of them.
1. Delaying or Failing to Appoint a Corporate Secretary
What the law says:
According to Singapore’s Companies Act, all companies must appoint a corporate secretary within 6 months of incorporation. The role cannot be left vacant for more than 6 months at any time.
Common startup mistake:
Many startup founders mistakenly believe that the role of a corporate secretary is optional or can be deferred until the company grows. Some assign the task to someone who is not qualified or unaware of the responsibilities involved.
Why this is risky:
Failure to appoint a qualified corporate secretary can result in regulatory penalties, non-compliance, or even ACRA enforcement actions. It also creates problems during funding rounds or business expansion when clean statutory records are required.
How to avoid it:
Engage a reputable corporate secretarial services firm in Singapore right from the beginning. This ensures compliance from day one and allows you to focus on business growth.
2. Missing Annual Return Filing Deadlines
What the law says:
Every company must hold an Annual General Meeting (AGM) (unless exempted) and file an Annual Return (AR) with ACRA within stipulated timelines.
Common startup mistake:
Founders often get so busy with operations that they forget about the AR deadline. Some wrongly assume that they don’t need to file because the business is inactive or just starting out.
Why this is risky:
Missing the annual filing deadline can lead to late penalties, company strike-off notices, or even director disqualification.
How to avoid it:
Your corporate secretary should send timely reminders about deadlines. When you work with a corporate secretarial firm, they ensure proper tracking of statutory timelines and help prepare the required resolutions, financial statements, and filings.
3. Inaccurate or Incomplete Statutory Registers
What the law says:
Singapore companies must maintain statutory registers such as the Register of Members, Register of Directors, and Register of Charges, among others.
Common startup mistake:
Startups often keep these registers in an ad-hoc or informal way—if at all. Some assume digital copies of resolutions or informal notes are sufficient, which isn’t the case under the Companies Act.
Why this is risky:
Improper recordkeeping can cause serious issues during fundraising, due diligence, or when transferring shares. Investors and auditors will require accurate statutory documentation, and non-compliance may stall or derail deals.
How to avoid it:
Let a qualified corporate secretary maintain your statutory registers and company records. Many corporate secretarial firms now offer cloud-based registers that ensure easy, secure, and compliant documentation.
4. Incorrect Handling of Share Allotments and Transfers
What the law says:
Issuance or transfer of shares must be approved via directors’ or shareholders’ resolutions and filed with ACRA within specified timelines.
Common startup mistake:
Startups often issue shares to early employees, investors, or co-founders informally—without preparing proper resolutions or filing with ACRA. This results in discrepancies between the actual ownership and what’s officially recorded.
Why this is risky:
Improper share handling can lead to legal disputes, shareholder disagreements, or worse—rejection of your corporate structure during fundraising or regulatory checks.
How to avoid it:
Always consult a corporate secretary before issuing or transferring shares. They will draft the necessary resolutions, update registers, and handle ACRA filings to ensure everything is legally sound.
5. Treating the Corporate Secretary Role as a Mere Formality
What the law says:
The corporate secretary plays a key role in governance, compliance, and administrative accuracy. This is not a symbolic or clerical role—it is a legally recognised officer of the company.
Common startup mistake:
Some startups assign the title of “secretary” to someone in operations or admin who is unfamiliar with corporate law. Others downplay the importance of this function entirely.
Why this is risky:
When statutory duties are not properly performed—such as improper meeting notices, undocumented resolutions, or incorrect filings—it can lead to fines, disputes, and director liability.
How to avoid it:
Engage a professional firm that offers corporate secretarial services in Singapore. These experts will act as your appointed secretary, attend to filings, keep your governance structure tight, and flag compliance risks before they become problems.
Bonus Tip: Always Plan Ahead for Corporate Actions
Whether you’re raising funds, restructuring, or adding new shareholders, corporate secretarial actions should never be reactive. Every move should be pre-planned and documented properly with the help of your secretary.
Startups that are investor-ready always have:
- Clean and updated statutory records
- Valid shareholder agreements
- Minutes of board and shareholder resolutions
- Proper share certificates and allotment records
Investors are more likely to invest in startups that demonstrate governance maturity, and this starts with your corporate secretarial function.
Conclusion
Corporate secretarial compliance is not something startups in Singapore can afford to ignore. From maintaining accurate statutory records to meeting filing deadlines and handling share issuances, the corporate secretary plays a critical role in ensuring your company’s long-term success and legal standing.
While mistakes are common, they’re also avoidable—with the right professional support.