Unauthorised Change of Director on ACRA: How to Correct a False Filing in Singapore

Short answer: If someone has removed or appointed a director, or transferred shares, on ACRA without board or shareholder authority, preserve the evidence, lock down Corppass, tell ACRA and, where a signature or Singpass was misused, the police. ACRA can correct only unintended errors that prejudice no one, so a disputed filing usually needs a court rectification order.

An unauthorised change of director on ACRA is one of the most stressful things a Singapore business owner can discover. The Business Profile suddenly shows a director you never appointed, your own name has gone, or shares now sit with someone else, and banks and counterparties rely on that public record. This guide sets out what to do in the first 48 hours, the statutory routes for correcting the register under the Companies Act 1967, when a court order is needed, and how to stop it happening again.

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 an unauthorised change of director on ACRA, and why does it matter?

It is a filing lodged with ACRA, the Accounting and Corporate Regulatory Authority, that changes a company’s officers or shareholders without the decision that the law or the company’s constitution requires. For shares in a private company, the ACRA filing is what changes membership.

Typical scenarios include:

• A director is withdrawn on Bizfile, ACRA’s online filing portal, without any shareholders’ resolution or resignation letter.
• A new director is appointed by a co-director or a former service provider, sometimes without that person’s real consent.
• A share transfer is lodged on a forged or unsigned transfer form, moving control of the company.

For a private company, ACRA keeps the electronic register of members under section 196A of the Companies Act 1967, and ACRA’s own guidance states that the date you file is when a person officially becomes or stops being a member. An unauthorised share filing therefore changes, on the face of the register, who owns the company.

What should you do in the first 48 hours?

Secure the record, cut off the access that was used, and report it. Do not lodge a “counter-filing” until you have confirmed your authority to do so.

1. Download the current Business Profile and register extracts. Under section 12(2C) and (2D), directors and members can obtain extracts of the registers of directors and members from the Registrar without charge.
2. Note the transaction number, date and filer from the Bizfile transaction history; see our guide to using your Bizfile transaction history as an audit trail.
3. Lock down Corppass, the government’s corporate login: a Corppass Admin can remove a user’s digital service access, and a Registered Officer can terminate an Admin account. Review who holds Bizfile access using our note on assigning Corppass e-Service roles safely, and revoke any third-party authorisation you did not approve.
4. Notify ACRA in writing through its online feedback form, or call the ACRA Helpdesk on 6248 6028, setting out the transaction number and why the filing was not authorised.
5. Make a police report if a signature was forged or someone’s Singpass was misused. ACRA’s public advisory directs information on Singpass misuse to the Police Hotline at 1800-255-0000 or the online i-Witness portal.
6. Ask whoever lodged the filing to preserve and produce the resolution, consent and transfer documents relied on, and tell your bank in writing that the change is disputed.

What legal routes exist to correct an unauthorised ACRA filing?

There are four main statutory routes: a notice to the Registrar, Registrar-initiated rectification, a court order directing the Registrar, and court rectification of the register of members. Which one fits depends on whether the facts are disputed.

Court proceedings are governed by the Rules of Court 2021. Under Order 6, Rule 1, proceedings that concern an application to the court under a written law must be started by originating application, but a claimant must start by originating claim where the material facts are in dispute. Which form fits a particular case is a decision for your solicitor.

Can ACRA reverse the filing without a court order?

Sometimes, but only within narrow limits. ACRA can correct an error that was unintended and does not prejudice any person; a deliberate, contested filing usually falls outside that test.

Under section 12C, an officer may notify the Registrar of an error in a filed document or in the filing itself. The Registrar may rectify the register if the error is typographical or clerical, or if a filing error was, in the Registrar’s opinion, unintended and does not prejudice any person. In rectifying, the Registrar must not expunge any document from the register, and the decision on whether to rectify is final. ACRA’s Notice of Error page gives “incorrect cessation of a director or secretary” as an example of an error that is more than a typing mistake, and requires the applicant to show the error was unintended and that no one will be disadvantaged by the correction. Our step-by-step guide on fixing a wrong ACRA filing with a Notice of Error covers the Bizfile screens.

Share-related errors go through a separate File Notice of Error eService, and ACRA asks you to file the NOE on the transaction where the incorrect information was filed, for example the transfer, not the annual return that later displayed it.

Under section 12D, the Registrar may rectify particulars that conflict with other information in the register or held by prescribed government bodies or the courts, but must usually give at least 30 days’ written notice, and a timely objection stops the change unless it is frivolous, vexatious or withdrawn. The Registrar may also add a notation to the register flagging an error or inaccuracy.

If the person who made the filing says it was authorised, the “unintended and not prejudicial” test is unlikely to be met, and the matter moves to court.

When do you need a court order, and how does it work?

You need a court order when the facts are contested or when ACRA cannot correct the record administratively. The High Court can direct the Registrar to rectify the register, and can rectify the register of members directly.

Under section 12B, where it appears to the court from evidence adduced by an applicant company that a particular in a register is erroneous or defective, the court may order the Registrar to rectify the register on terms it considers just, and the Registrar must do so on receiving the order. The order may require the company to file a fresh document showing the rectification, together with a copy of the court order and a copy of the court application.

For shares, section 194 (applied to private companies’ electronic register by section 196C) lets the person aggrieved, any member or the company apply where a name was entered or omitted without sufficient cause; the court can decide title, order rectification and award damages. We cover this in our guide to rectification of the register of members under section 194, so we do not repeat it here.

Court proceedings are conducted by a Singapore Advocate and Solicitor. If you need one, you can speak to a lawyer about whether to seek urgent interim relief, such as an injunction restraining further filings or dealings in the disputed shares, while the main application is heard.

Was the director validly removed under section 152?

For a private company, removal of a director is a shareholders’ decision, not something one director can do alone. A Bizfile withdrawal with no members’ resolution behind it is open to challenge.

Section 152(9) of the Companies Act 1967 provides that, subject to any contrary provision in the constitution, a private company may remove a director by ordinary resolution before the end of the director’s term, despite any agreement between the company and the director. For a public company, section 152 requires an ordinary resolution with special notice and gives the director a right to be heard, and section 152(8) bars removal by the other directors.

When reviewing a disputed withdrawal, note that:

• ACRA’s appointment and withdrawal guide states that company officers cannot withdraw themselves; another authorised position holder must submit the withdrawal. It also states that other position holders receive a notification of a withdrawal.
• ACRA’s guidance on directors leaving office states that a director can resign only if the company will still have at least one ordinarily resident director.

Section 173C requires every company to keep, at its registered office, a signed copy of each director’s consent to act and a statement that the director is not disqualified. If a new director was appointed, ask to see that consent. For the correct procedure, see our guide on how to remove a director from a Singapore private company.

Is filing an unauthorised change with ACRA an offence?

It can be. Knowingly lodging a false or misleading document with the Registrar, or authorising someone else to, is a criminal offence under the Companies Act 1967.

Section 401(2A) makes it an offence to lodge, file or submit a document to the Registrar, or authorise another person to do so, knowing it to be false or misleading in a material respect, with a maximum fine of S$50,000, imprisonment of up to 2 years, or both. Section 401(2) creates a parallel offence for wilfully making false or misleading statements in documents required under the Act.

ACRA does prosecute. On 31 October 2025, ACRA announced that three registered qualified individuals were fined a total of S$105,500 over false declarations and failure to obtain proper consent documentation for director appointments, and would be disqualified from acting as directors for five years under section 154(1). See our overview of common ACRA offences for Singapore companies. Forgery and Singpass misuse may also engage other criminal laws.

What evidence, timeline and costs should you expect?

Documentary evidence decides most of these disputes. Gather it early.

A company secretary or corporate service provider such as Raffles Corporate Services assembles the registers, minutes, consents and transaction history, prepares an NOE where the facts support it, and lodges post-order filings on Bizfile. The solicitor advises on the merits, prepares the affidavits and files and argues the court application.

What are the common mistakes, and how do you prevent a repeat?

The costliest mistakes are delay and self-help filings made without authority. Prevention is mostly access control and proper records.

Common mistakes:

• Waiting to “sort it out privately” while the new register entry is used to change bank mandates or sell assets.
• Filing a reversing appointment or withdrawal without a valid board or members’ resolution, which creates a second disputed filing.
• Using an NOE to argue a contested dispute; it is designed for unintended errors and the Registrar’s decision is final.
• Not asking for the section 173C consent and signed transfer forms before they go missing.

Prevention checklist:

• Keep Corppass Admin rights with at least two trusted officers, review Bizfile access each quarter, and remove former staff and former service providers promptly.
• Make sure every director’s email in Bizfile is current so that position-holder notifications reach the right people.
• Keep signed minutes, consents and transfer forms with your company secretary, not in personal inboxes.
• Check your Business Profile periodically, and immediately after any boardroom dispute.

If you would like an independent company secretary to hold your statutory records, our sister service at Singapore Secretary Services explains what that involves.

Frequently asked questions

Can I just file my own Bizfile transaction to put the director back?

Only if you have proper authority, such as a valid board or members’ resolution under the constitution. A reversing filing without authority creates a second disputed entry and may itself be a false filing.

Will ACRA cancel the unauthorised filing if I complain?

ACRA can correct a filing under section 12C only where the error was unintended and prejudices no one, and must not expunge documents. A disputed, deliberate filing usually needs a court order under section 12B or section 194.

I was appointed as a director without my consent. What should I do?

Keep a record of how you found out, make a police report if your identity or Singpass was misused, contact ACRA, and ask the company for the consent form it holds under section 173C. Take legal advice on removing your name from the register.

How long do I have to apply to court to rectify the register of members?

Section 194(4) bars applications about entries made more than 30 years before the application, but delay weakens your position and allows further dealings, so act promptly.

Last reviewed: 3 November 2026. The Editorial Team, Raffles Corporate Services.