Execute Your Directorial Duties with Mezzanine Enterprise
Navigating ACRA compliance is complex and time-consuming. As a director, your focus should be on building your business, not on statutory paperwork.
Let Mezzanine Enterprise handle the paperwork. We’ll act as your dedicated corporate secretarial partner, guiding you through compliance with expert ease and proactively managing your deadlines. Your company will be 100% compliant in our hands, as we work to protect it from personal liability and enable you to focus on growth
What are the Fiduciary Duties of Directors in Singapore?
Under the Companies Act 1967, directors must:
1. Act in Good Faith
You must act honestly and in the best interests of your company.
2. Use Powers for Proper Purposes
You must use your powers as a director to benefit the company, not for personal gain or other motives.
3. Avoid Conflicts of Interest
You must not place yourself in a position where your interests conflict with the company's interests.
4. Exercise Care, Skill, and Diligence
You must manage your company's affairs with the competence that can be reasonably expected of a person with your knowledge and experience.
What is a Resident Director in Singapore?
A resident director refers to a director who is ordinarily resident in Singapore. ACRA requires every Singapore company to appoint at least one resident director.
What are the requirements for a resident director in Singapore?
A resident director must be:
A Singapore Citizen;
A Singapore Permanent Resident (PR); or
An EntrePass or Employment Pass holder (subject to a letter of consent from the Ministry of Manpower)
For foreign companies entering Singapore without local management on the ground, this is often fulfilled by appointing a nominee director.
What is the difference between a resident director and a nominee director in Singapore?
A resident director is a category defined by their residency status. A nominee director is a type of resident director who is appointed to satisfy this statutory requirement, typically for a professional fee. They are not usually involved in the company's operations.
What are the Key Filing Deadlines for ACRA Compliance?
Annual General Meeting (AGM): Within 6 months of your Financial Year End (FYE).
What it is: The official annual meeting to present the company's financial statements to shareholders. Most private companies can dispense with holding a physical AGM.
Annual Return (AR) Filing with ACRA: Within 7 months of your FYE.
What it is: An electronic submission to ACRA containing key company details, including officers, shareholders, and financial statements. It is a mandatory annual update.
ECI Filing with IRAS: Within 3 months of your FYE.
What it is: Estimated Chargeable Income. An estimate of your company's taxable income for the financial year. Required by the Inland Revenue Authority of Singapore (IRAS).
Corporate Tax Filing (Form C/C-S) with IRAS: 30th November annually.
What it is: The official filing of your company's income tax return.
Missing these deadlines results in automatic penalties. There is no grace period.
What Common Mistakes Do Directors Make?
Directorial-related penalties largely stem from simple administrative errors. Penalties range from late fees of SGD 300 or more to composition fines and, in serious cases, debarment from acting as a director.
These are the most common pitfalls for directors:
Missing Filing Deadlines
This is the #1 reason for penalties. ACRA’s system automatically imposes late filing fees, which escalate over time.
Failure to Update ACRA
You must notify ACRA within 14 days of any change to the company’s address, directors, or company secretary.
Incorrect Register of Registrable Controllers (RORC)
You must maintain an up-to-date register of the company's ultimate beneficial owners (UBOs) and make it available to authorities upon request.
Failing to Appoint a Corporate Secretary
Every company must appoint a qualified corporate secretary within 6 months of incorporation. The sole director cannot also be the company secretary.
How does your Corporate Secretary Ensure Compliance?
A professional corporate secretary is your first line of defence against non-compliance. More than just an administrator, they serve as your governance officer who ensures adherence to the Companies Act.
A corporate secretary performs the following key functions:
Monitor ACRA Filings and Deadlines
They file your Annual Return and other statutory updates correctly and on time.
Maintain Statutory Registers
They manage the official company registers, including the RORC.
Prepare Board Resolutions and Minutes
They prepare and log all necessary board resolutions for key decisions (e.g., opening a bank account and appointing new directors).
Advise on Corporate Governance
They provide timely advice on compliance matters so you can make informed decisions without risking personal liability.
What are the Director’s Duties in Singapore? The Ultimate ACRA Compliance Guide
17 Jul 2025
As a director of a Singapore-based company, whether for a high-growth startup or a new market expansion, you’re personally responsible for its compliance with the Accounting and Corporate Regulatory Authority (ACRA)’s statutory laws.
This guide helps you understand your duties, track key deadlines, and avoid common penalties.