1. Fix Your Missing Resolutions

Say you've been paying yourself director's fees for a while without a shareholder resolution on file. Pretending the gap doesn't exist and simply starting to pass resolutions from today onward leaves past payments unaddressed. 

Singapore courts recognise what's known as the Duomatic principle. Under this principle, when all shareholders with the right to vote give their unanimous consent to a decision, this informal agreement carries the same legal weight as a formal resolution. It works even without the paperwork having been done at the time.

In a single-shareholder company, fixing this issue is straightforward: 

1. Pass a resolution now, dated as of today, formally ratifying the past payments and confirming the arrangement going forward.

2. Keep this resolution on file alongside your other statutory records to close the gap of a payment made without a resolution.

Dividends need more care. The problem with a dividend paid without sufficient distributable profits at the time is that the company declared money it did not have. A later resolution can't manufacture profits that never existed. If you’ve identified a

dividend-related gap, talk to Mezzanine Enterprise to work out a solution.

2. Catch Up on Unaudited Financial Statements (UFS) and Annual Return Filings

If your transaction records are too thin to support an overdue Unaudited Financial Statements (UFS) filing, reconstruct what you can from your bank statements, payment platform records, and cash logs. Flag clearly to your accountant where a specific figure can't be verified. You will incur a small cost for catching up, but you’ll find it’s negligible when compared to the risk of triggering the heavy penalties that are levied on inaccurate filings. 

3. Catch Up on CPF

If your Central Provident Fund (CPF) contributions have fallen short, whether from a wage-based error or a missed period entirely, pay the outstanding contributions and the late payment interest, currently 1.5% a month from the day after the due date. 

Once your outstanding contributions and interest are paid, you can apply to compound the offence for a fee, capped at S$1,000 per offence, rather than face further enforcement action. Fixing this proactively before the CPF Board's own audit process catches it is straightforward. Waiting for a query to force the issue rarely improves the outcome.

Your Quick Remediation Checklist

Build in a Check to Prevent Future Lapses

A gap you've caught once is worth building a standing check against, whether that's a quarterly resolution review or a monthly CPF-to-payroll reconciliation. For the three blindspots themselves and why they show up in TCG retail specifically, read our article on governance blindspots for TCG retailers: /blog/corporate-governance-blindspots-tcg-retailers-singapore