If your company secretary or corporate service provider has gone silent, resigned without warning or is holding your records over unpaid fees, the board is still responsible for compliance. Appoint a new secretary quickly, because the office cannot be left vacant for more than 6 months. Make sure a director controls the company’s Corppass administration. Then make a written, itemised request for the company’s records, and rebuild what you can from ACRA. Treat AGM and annual return deadlines as running throughout, and take legal advice before any dispute over withheld documents escalates.
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.
This guide is for directors of Singapore private companies whose secretary or secretarial firm has become uncooperative or unreachable.
What does the law require while you sort this out?
Under section 171 of the Companies Act 1967:
- Every company must have at least one secretary, who must be a natural person whose principal or only place of residence is in Singapore (section 171(1)).
- The directors must take all reasonable steps to ensure the secretary appears to have the knowledge and experience for the role (section 171(1A)).
- A sole director cannot also act or be appointed as the secretary (section 171(1E)).
- Secretaries are appointed by the directors (section 171(3)).
- The office of secretary must not be left vacant for more than 6 months at any one time (section 171(4A)).
While there is no secretary, anything the secretary is required to do may be done by an assistant or deputy secretary or, if none can act, by an officer the directors authorise (section 171(4)). That lets the company keep going, but it does not move the 6-month limit, and the directors carry the work in the meantime.
Which situation are you in?
| Situation | Main risk | First move |
|---|---|---|
| Secretary or firm has stopped replying, but is still on the ACRA record | Missed filings; nobody acting on ACRA reminders | Check the ACRA profile and Corppass, then send a formal written notice |
| Secretary has resigned abruptly | Vacancy clock starts; cessation may not be filed | Appoint a replacement by board resolution and lodge both changes |
| Provider is holding records or access until fees are paid | Records and filing access cut off at a busy time | Separate the fee dispute from the company’s property and statutory duties |
| Provider also supplied the registered office address | Letters from ACRA, IRAS and courts go unread | Arrange a new registered office and lodge the change |
| Provider was the only Corppass Admin | Company cannot manage government e-services access | A director acts as Registered Officer to appoint a new Admin |
Step 1: Take control of Corppass access first
Corppass controls who can transact for the company on Bizfile, myTax Portal and other government services. If the old provider is your only Corppass Admin, fix this before anything else.
- Find out who the Admins are. Confirm whether the old provider, a former employee or a director currently holds the Admin role.
- Use a director as Registered Officer. For local companies, Corppass lists directors as the position holders eligible to act as Registered Officer from 17 March 2025. Before that date company secretaries could also act. A director can approve a new Admin application using the Singpass app.
- Remove the departed Admin. Corppass’s guidance on an Admin who has left without terminating their account says another active Admin can terminate them, or, where there is none, the local Registered Officer can appoint a second Admin or remove the departed one directly with Singpass.
- Keep an Admin at all times. Corppass warns that an entity with no Admin for 30 days will be suspended.
- Review e-service authorisations. Remove the old provider’s filing roles and any third-party authorisations it held, and authorise the new provider.
Never borrow a former officer’s Singpass or ask the old provider for its login details. Our guide to handing over from a sole Corppass Admin explains how to test access once roles are reassigned.
Step 2: Appoint a new secretary and update ACRA
The directors appoint the new secretary by board resolution. The new secretary must file a declaration with ACRA consenting to act (section 171(1B)). The company must notify ACRA within 14 days of a person becoming secretary and of any change in the appointment, which includes the old secretary’s cessation (section 173A(1)).
The registers of directors and secretaries are now kept by the Registrar (section 173), so the ACRA record matters. If the old secretary has resigned but the company has not filed the cessation, the secretary may notify ACRA directly where they reasonably believe the company will not (section 173E(3)). Do not rely on that. The company’s duty to file remains, and your new secretary can lodge both the appointment and the cessation.
If the old secretary has simply gone quiet without resigning, the board can remove them, subject to the constitution and any service contract, and appoint a replacement at the same meeting. Removing an officer does not settle any fee claim under the contract, which is a separate matter.
Step 3: Deal with the registered office
Every company must have a registered office in Singapore to which all communications and notices may be addressed (section 142), and must lodge a notice of any change within 14 days after the change (section 143). If the old provider supplied your registered address and has stopped forwarding mail, ACRA reminders, IRAS letters and legal documents may be missed. Arrange a new address, pass the board resolution and lodge the change. Then ask the old provider in writing to forward any mail received for the company. Our registered office transition checklist covers the rules that apply from 20 October 2026.
Step 4: Request the company’s records in writing
The minute books, registers and accounting records belong to the company. Make a formal request before considering anything further.
- Send a board-authorised letter on company letterhead, signed by a director, to the provider’s registered address and email.
- Itemise what you want. List each record (see the table below) and ask for originals of anything signed in ink plus complete electronic copies.
- Set a reasonable deadline and say how the records can be collected or delivered.
- Address fees separately. If fees are disputed, say that the company will deal with the invoice separately, or pay an undisputed amount, without conceding that records can be withheld.
- Ask for a written list of anything the provider says it will keep, with its reasons.
- Escalate with advice. If the deadline passes, a lawyer’s letter or court application may be needed. Whether a provider can lawfully keep particular documents depends on the documents and the engagement terms, so take legal advice on that point.
Stay within the law. Do not enter the provider’s premises without permission, use old credentials to get into its systems, or take documents without consent. Self-help of this kind can create liability for the company and its directors.
Corporate service providers are regulated by ACRA under the Corporate Service Providers Act 2024, which came into force on 9 June 2025. Business entities providing corporate services, including acting as company secretary by way of business, must be registered with ACRA, according to ACRA’s announcement. Check whether your provider was registered and keep that in your file.
What should you ask for, and what can you rebuild?
| Record | Legal basis | If the provider will not release it |
|---|---|---|
| Minute books of general meetings, board meetings and written resolutions | Sections 188 and 189: kept at the registered office or principal place of business | Recreate from signed copies held by directors and emails; minute the gap |
| Register of members | Section 196A: electronic register kept by ACRA for private companies | Extract from Bizfile |
| Registers of directors and secretaries | Section 173: kept by the Registrar | Extract from Bizfile |
| Register of registrable controllers | Section 386AF: kept by the company | Rebuild from shareholder and controller information and confirm with each controller |
| Nominee director disclosures | Section 386AL: directors inform the company | Ask each director to confirm their nominee status again |
| Accounting records | Section 199: kept for at least 5 years, open to directors | Retrieve from accounting software, bank statements and IRAS filings |
| Constitution, share certificates, signed consents, filing receipts | Company records | Constitution and filing history from ACRA; reissue or reconstruct the rest |
If you are changing secretary on good terms rather than after a breakdown, our guide to changing your company secretary in Singapore covers the planned handover.
Step 5: Protect the filing calendar
Deadlines for holding the AGM (unless dispensed with), filing the annual return and filing tax returns run from your financial year end, whoever your secretary is. A provider dispute is not a reason for a late filing. Check where you are against our compliance calendar for Singapore companies, and ask the new secretary to confirm from the ACRA record what was actually filed and what is outstanding.
Example: This is a hypothetical. A two-director software company’s secretarial firm stops answering emails after a fee dispute. The firm is also the registered office and the only Corppass Admin. A director, acting as Registered Officer, approves a new Admin and removes the firm’s Admin account. The board appoints a new secretary and moves the registered office, and both changes are lodged with ACRA within 14 days. The directors send an itemised records request with a 14-day deadline, offering to pay the undisputed part of the invoice. Meanwhile the new secretary rebuilds the registers from Bizfile and prepares for the AGM and annual return, which are due soon.
Frequently asked questions
Can a director be the company secretary in the meantime?
Yes, if the company has more than one director and the director meets the residence requirement. A sole director cannot also be the secretary.
Does the old secretary have to agree before we appoint a new one?
No. The directors appoint the secretary. If the old secretary has not resigned, the board can remove them, subject to the constitution and their engagement terms.
Can the provider refuse to file the cessation?
The company files the change, not the outgoing secretary, so a new secretary or a director with the right Bizfile access can lodge it.
What if we never get the minute books back?
Reconstruct what you can from signed copies and emails, and record in a board minute how the gap arose and what was done. Ratify key past decisions where appropriate. Legal advice may be needed if a missing record affects a transaction.
Should we just pay the disputed fees?
That is a commercial decision. Paying may be quicker when a deadline is near, but put any payment in writing as made under protest or in settlement, as advised.
Need help taking back your company’s records and filings?
If your company secretary has gone silent or resigned, Raffles Corporate Services can take over as company secretary, help a director restore Corppass control, rebuild your registers and minute books from the ACRA record, and lodge the appointment, cessation and registered office changes with ACRA. Email [email protected] or WhatsApp +65 8501 7133. This article is general information, not legal advice.
Willie Tan, Raffles Corporate Services