Short answer: Once a lawsuit is likely, a Singapore company should stop routine deletion and keep every relevant record, including emails, WhatsApp chats, accounting records and board minutes. Under Order 11 of the Rules of Court 2021 the court can order production, ask what happened to missing documents, draw adverse inferences and even strike out a defence.
A litigation hold in Singapore is the internal instruction a company gives, as soon as a dispute looks likely to reach court, to stop deleting, overwriting or tidying away anything that might be relevant. Singapore law does not use the phrase “litigation hold”, but the Rules of Court 2021 make the consequences of losing documents very real: the company may have to explain on affidavit what became of a document, and the court can draw conclusions against it. This guide explains what to keep, why, and how the work is split between your company secretary and your solicitor.
Key facts at a glance
- Production of documents in Singapore civil claims is governed by Order 11 of the Rules of Court 2021, which has 12 rules.
- At a case conference the court may order parties to exchange, within 14 days, a list and copies of documents they rely on and all known adverse documents (O. 11, r. 2(1)).
- If a requested document is no longer held, the court may order an affidavit stating when the company parted with it and what became of it (O. 11, r. 3(2)).
- Failing to comply with a production order can lead to the claim being dismissed or the defence struck out, an adverse inference, or contempt (O. 11, r. 7).
- Accounting records must be kept for at least 5 years from the end of the financial year in which the transactions are completed (Companies Act 1967, s 199(2)).
- Destroying a document to prevent its production as evidence is an offence punishable by up to 2 years’ imprisonment, a fine, or both (Penal Code 1871, s 204).
Raffles Corporate Services works with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice. This article is general information only and is not legal advice.
What is a litigation hold, and when should a Singapore company start one?
A litigation hold is a written instruction from the board or management to suspend normal document deletion for anything connected to a dispute. Start it as soon as a claim is reasonably likely, not when the writ arrives.
Typical trigger points include:
- receiving a letter of demand or sending one;
- a customer, supplier or former employee threatening legal action in writing;
- a shareholder or director dispute where one side has instructed lawyers;
- an internal discovery of possible fraud, breach of contract or breach of duty that the company may sue on;
Starting early matters because email systems auto-delete, staff change phones and laptops are wiped when employees leave. A record that existed six months earlier may be gone by the time documents must be exchanged, and the company will then have to explain why.
What is the legal basis for document production in Singapore?
Document production in Singapore civil claims is governed by Order 11 of the Rules of Court 2021, made under the Supreme Court of Judicature Act 1969. The Singapore Courts’ guide to preparing a civil case for trial applies the 2021 Rules to civil claims from 1 April 2022.
The rules that matter most for preservation are these:
| Rule | What it says (in summary) | Why it matters for preservation |
|---|---|---|
| O. 11, r. 2(1) and (2) | The court may order parties to exchange, within 14 days of the case conference, a list and copies of documents relied on and all known adverse documents, including those a party ought reasonably to know are adverse. | You must be able to find adverse documents, not only helpful ones. |
| O. 11, r. 2(5) | A party may not rely on a document that was not exchanged or produced. | A helpful document that is lost cannot be used later. |
| O. 11, r. 3(2) | If requested documents are not in a party’s possession or control, the court may order an affidavit stating whether it had them before, when it parted with them and what has become of them. | Deletion after a dispute began will have to be explained on oath. |
| O. 11, r. 5(2) | Private or internal correspondence, including email, SMS and instant messaging, is not ordered to be produced unless it is a special case or the messages are known adverse documents. | Internal chats are protected only if they are not adverse, so they still must be kept. |
| O. 11, r. 6 | After an order under r. 2, 3 or 4, a party must produce a document within 14 days after it comes into its possession or control. | The duty continues through the whole case. |
| O. 11, r. 7 | On non-compliance the court may dismiss the action or strike out the defence, draw an adverse inference, punish for contempt, or bar reliance on documents. | The sanctions can decide the case. |
| O. 11, r. 9(1) | A party may not withhold a document on the ground that it is confidential. | “Commercially sensitive” is not a reason to delete or withhold. |
For a fuller walk-through of how production orders are sought and argued, see our guide to production of documents against a Singapore company under Order 11. This article focuses on the step before that: keeping the documents so that the company can comply.
Which company documents must be preserved when a dispute starts?
Keep anything that relates to the matters in dispute, whether it helps or hurts the company, in whatever form it exists. “Documents” in practice covers paper and electronic records, including messages on personal devices used for company business.
| Category | Examples | Where it usually sits |
|---|---|---|
| Contracts and transaction papers | Signed agreements, quotations, purchase orders, delivery orders, variation requests | Shared drive, sales and procurement systems, physical files |
| Correspondence | Emails (including sent items and archives), letters, WhatsApp, Telegram, WeChat and SMS messages | Mail server, staff phones, messaging backups |
| Accounting records | General ledger, invoices, receipts, bank statements, payment vouchers, management accounts | Accounting software, bank portals, bookkeeper’s files |
| Corporate records | Board and shareholder minutes, written resolutions, registers of members and directors, constitution | Minute book and statutory registers kept by the company secretary |
| Employment records | Employment contracts, payroll, leave and appraisal records (if staff are involved) | HR and payroll systems |
Order 11 refers to documents in a party’s “possession or control”, so records held by the company’s agents, such as an outsourced bookkeeper, IT vendor or corporate secretary, may also need to be preserved. WhatsApp chats on a director’s personal phone about company business are a common source of known adverse documents.
Which statutory retention duties apply even without a dispute?
Several statutes already require a Singapore company to keep core records for set periods. A litigation hold sits on top of these duties and overrides any routine destruction date once a dispute is likely.
- Companies Act 1967, s 199(1) and (2): keep accounting and other records that sufficiently explain the transactions and financial position, for not less than 5 years from the end of the financial year in which the transactions are completed. Under s 199(6), default is an offence with a fine of up to S$10,000 or imprisonment of up to 12 months, plus a default penalty.
- Companies Act 1967, s 188: enter minutes of general meetings and directors’ meetings in minute books within one month and have them signed. Signed minutes are evidence of the proceedings unless the contrary is proved, which makes them valuable in any board dispute.
- Income Tax Act 1947, s 67(1)(a): keep sufficient records for 5 years from the year of assessment to which the income relates.
- Personal Data Protection Act 2012, s 25: stop retaining personal data once it is no longer needed for the original purpose and retention is no longer necessary for legal or business purposes. A pending or likely dispute is a legal purpose, so a hold is consistent with the PDPA.
For more on the accounting side, see how long you must keep accounting records in Singapore. A company that already meets these duties usually finds a litigation hold far easier.
What happens if documents are destroyed after a dispute starts?
Losing or deleting relevant documents can cost a company the case, and deliberate destruction can be a criminal offence. The risks build on each other.
- Explanation on oath. Under O. 11, r. 3(2), the court may require an affidavit stating whether the company once had the document, when it parted with it and what became of it.
- Adverse inference. Under O. 11, r. 7(b) the court may draw an adverse inference for non-compliance with a production order. Section 116 of the Evidence Act 1893, illustration (g), also allows a court to presume that evidence which could be produced and is not would be unfavourable to the party withholding it.
- Case-ending sanctions. Under O. 11, r. 7(a) the court may dismiss the claim or strike out the defence and enter judgment.
- Contempt. Under O. 11, r. 7(c) a party may be punished for contempt where the order was served on its solicitor.
- Criminal liability. Section 204 of the Penal Code 1871 makes it an offence to secrete or destroy a document or electronic record that a person may be lawfully compelled to produce as evidence, with intent to prevent its production, punishable by up to 2 years’ imprisonment, a fine, or both.
How do you put a litigation hold in place? A step-by-step checklist
A workable hold takes a few days to set up for a small company. The steps below are a practical checklist, not a statutory procedure, and should be tailored with your solicitor.
- Record the trigger. Note the date the dispute became likely and what prompted it.
- Board decision. Pass a short directors’ resolution or minute noting the dispute, appointing a responsible officer and approving the hold. Our team can prepare this.
- Identify custodians. List every person likely to hold relevant material: directors, sales staff, finance, project leads, former employees whose devices or mailboxes still exist.
- Issue the hold notice. Tell each custodian in writing what to keep, that nothing may be deleted, edited or “cleaned up”, and whom to ask. Get written acknowledgement.
- Suspend auto-deletion. Switch off email purges, chat auto-delete and scheduled device wiping for custodians, and pause disposal of physical archives.
- Secure messaging data. Have custodians back up relevant WhatsApp or other chats, with attachments, before changing phones. Do not forward or edit messages; keep originals.
- Reach third parties. Write to the company’s bookkeeper, IT provider, cloud vendor and corporate secretary asking them to preserve relevant records they hold for the company.
- Collect and index. Copy material into a secure folder, keep originals and metadata unchanged, and index each item by source, custodian and date collected.
- Protect privilege. Keep communications with lawyers separate and labelled. O. 11, r. 8 protects privileged documents, so do not mix them into general business folders.
- Review and release. Re-issue reminders periodically, and lift the hold only on your solicitor’s written confirmation that the matter, including any appeal, has ended.
What does the company secretary or CSP prepare, and what does the solicitor do?
The company secretary or corporate service provider (CSP) handles the corporate records and paperwork; the solicitor advises on scope, privilege and production and conducts the court proceedings. Court proceedings in Singapore are conducted by a Singapore Advocate and Solicitor, not by a CSP.
| Task | Company secretary or CSP | Solicitor (Singapore Advocate and Solicitor) |
|---|---|---|
| Directors’ resolution approving the hold and appointing a responsible officer | Drafts and records it in the minute book | May advise on wording |
| Statutory registers, minutes, resolutions, constitution, ACRA filing history | Extracts, certifies copies and preserves originals | Decides which are relevant |
| Accounting records and bank statements | Our accounting team can export ledgers, invoices and reconciliations in usable formats | Reviews for relevance and adverse documents |
| Hold notice to staff and vendors | Circulates and tracks acknowledgements | Settles the scope and content |
| Scope of production, known adverse documents, privilege | Not involved | Advises and decides |
| Lists of documents, affidavits, production applications, court attendance | Not involved | Prepares, files and appears |
Our article on the CSP-counsel handoff in a court application sets out this division in more detail. If the company is asked to produce documents in someone else’s case, see what to check when your company is ordered to produce documents as a witness.
How long does document production take, and what drives the cost?
The Rules set some fixed time limits, but the overall timeline depends on the case. Costs depend mainly on volume and on how organised the records already are; we do not quote solicitors’ fees here.
| Stage | Timing | Main cost drivers |
|---|---|---|
| Litigation hold set-up | No rule; in practice, as soon as a dispute is likely | Number of custodians, systems and devices; whether IT support is in-house |
| Exchange of documents relied on and known adverse documents | Within 14 days after the case conference, if ordered (O. 11, r. 2(1)) | Volume of material, quality of the index, need for lawyer review |
| Production of newly found documents | Within 14 days after the document comes into possession or control (O. 11, r. 6) | How well the hold captured material at the start |
| Inspection of originals | Within 14 days after a request, unless agreed otherwise (O. 11, r. 12(2)) | Whether originals are kept and can be located quickly |
Assumption: these are the Order 11 time limits as at 20 October 2026; the court may give different directions in a particular case. Well-kept books and minutes reduce the time a solicitor spends sorting records.
What are the most common mistakes companies make?
Most problems come from waiting too long or assuming internal messages do not count.
- Waiting for the writ. By the time proceedings are served, routine purges may already have deleted key emails.
- Ignoring personal phones. Directors often run the business on WhatsApp; changing phones without a backup loses the record.
- Keeping only helpful documents. Order 11 requires known adverse documents too, including those the company ought reasonably to know are adverse.
- Editing or “tidying” files. Re-saving, renaming or annotating documents can alter metadata and invite questions about authenticity.
If you are unsure whether a document is relevant, keep it and speak to a lawyer before deciding otherwise. For practical record-keeping templates and calculators, see our free tools, and for company secretarial support you can also visit our sister site Singapore Secretary Services.
Frequently asked questions
Is a litigation hold required by law in Singapore?
The phrase does not appear in Singapore legislation. However, Order 11 of the Rules of Court 2021 allows the court to ask what happened to missing documents and to impose sanctions, and s 204 of the Penal Code 1871 penalises destroying documents to prevent their production. A hold is the practical way to avoid those risks.
Do we have to produce internal WhatsApp messages?
Under O. 11, r. 5(2), the court will not order production of private or internal correspondence, including instant messages, unless it is a special case or the messages are known adverse documents. Because adverse messages must be produced, and you cannot tell which are adverse until they are reviewed, keep them all.
Can we delete accounting records once the 5-year period has passed?
Ordinarily, records may be disposed of after the s 199(2) Companies Act period and the s 67 Income Tax Act period. Once a dispute is likely, suspend disposal of anything relevant, even if the statutory period has ended.
Does the duty to produce end after the first exchange of documents?
No. Under O. 11, r. 6, once the court has made a production order, the company must produce any covered document within 14 days after it comes into the company’s possession or control during the proceedings.
Can our company secretary represent us in a production dispute?
No. A company secretary or CSP can prepare resolutions, extract records and coordinate the hold, but any court application, affidavit strategy or hearing is handled by a Singapore Advocate and Solicitor.
Need help with this?
Raffles Corporate Services can handle the ACRA filings, compliance documentation and records for you, and where court proceedings or legal advice are needed, we work with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice.
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Last reviewed: 20 October 2026. The Editorial Team, Raffles Corporate Services.