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Companies Act 1967 deep-dive series , Costs and fees breakdown

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The Companies Act 1967 deep-dive series maps the real compliance costs of running a Singapore private limited company in 2026, from statutory filing fees of S$60 for an annual return to corporate secretary retainers of S$300 to S$1,200 a year. This guide sets out the fees, timelines and thresholds directors actually pay.

Raffles Corporate Services works with a panel of corporate and employment law firms; this article is general information, not legal advice.

What the Companies Act 1967 governs

The Companies Act 1967 is the principal statute for incorporating and operating companies in Singapore. It sets out directors’ duties, the requirement to hold annual general meetings, the appointment of officers, share capital rules and the filing obligations administered by the Accounting and Corporate Regulatory Authority (ACRA). Almost every recurring cost a company faces flows from a specific obligation in the Act, so understanding the statute is the first step to budgeting compliance.

Section 157A(1) of the Companies Act 1967 provides that the business of a company is managed by, or under the direction of, the directors, and Section 157(1) requires a director to act honestly and use reasonable diligence. These duties drive spending on board minutes, resolutions and advisory support. For a practitioner view of the same duties, see the analysis of the director’s duty to act in good faith on our Secretary Services hub. Authoritative texts are published on the Singapore Statutes Online portal and guidance on filing sits with ACRA.

Who this applies to

Every company incorporated under the Act, including exempt private companies, dormant companies and subsidiaries of foreign parents, carries the core obligations. Small companies that meet the audit exemption thresholds still file annual returns and maintain registers. Directors, company secretaries and finance managers are the people who authorise these payments, so the cost picture matters most to them.

Cost and fee breakdown (2026)

The headline statutory fees payable to ACRA are stable and public. Incorporation of a company costs S$315 (a S$15 name application plus S$300 registration). The annual return lodgement fee is S$60. A change of company name costs S$15. These are unavoidable government charges.

Professional service fees sit on top of the statutory charges. Typical 2026 market ranges are: corporate secretary retainer S$300 to S$1,200 a year; nominee director service S$1,800 to S$3,000 a year where a foreigner needs a local resident director under Section 145; registered office address S$120 to S$360 a year; and unaudited financial statement compilation S$500 to S$2,500 depending on transaction volume. A company that is not audit-exempt should budget S$3,000 to S$8,000 for a statutory audit.

Timelines that drive cost

Section 175 of the Companies Act 1967 requires a company to hold its annual general meeting within the prescribed period, and Section 197 requires the annual return to be filed within seven months of the financial year end for a non-listed company. Missing these deadlines triggers ACRA late-lodgement penalties that escalate with time, so the cost of delay is real and compounding. Financial statements must be laid before members before the return is filed, which is why bookkeeping and compilation are scheduled early.

Step-by-step: managing the annual cycle

First, close the books and prepare financial statements. Second, circulate directors’ resolutions approving the accounts. Third, hold or dispense with the AGM. Fourth, file the annual return through BizFile+ and pay the S$60 fee. Fifth, update statutory registers, including the register of registrable controllers. A competent corporate secretary sequences these so no deadline is missed and no penalty is incurred.

Common mistakes and gotchas

The most expensive mistakes are missed filing deadlines, failure to maintain the register of registrable controllers, and treating a dormant company as needing no filings at all, which is untrue. Directors also underestimate the personal exposure created by Section 157 duties. When employment and immigration questions arise alongside corporate compliance, coordinate early, as the Workplace Fairness Act employer obligations can interact with director appointments and hiring plans.

Related guides

For a focused look at directors’ financial statement duties, read our guide to Section 201 financial statement obligations, which pairs closely with the annual return cycle described above.

Documents and information you will need

Before the annual cycle begins, assemble the certificate of incorporation, the company constitution, the latest financial statements, the registers of members, directors and registrable controllers, and board resolutions from the year. Directors’ identification and residential details must be current in ACRA’s records. Where shares changed hands, share transfer forms and updated share certificates are required. Having these ready reduces professional time and therefore fees, and it protects directors against inadvertent breaches of the Companies Act 1967.

Consequences of getting it wrong

Late or missing filings carry escalating ACRA penalties, and persistent default can lead to prosecution of directors and disqualification. A company struck off for non-filing can be difficult and costly to restore. Beyond the penalties, banks, investors and counterparties increasingly check ACRA records, so a poor compliance history can stall financing and deals. The recurring fees described above are modest compared with the cost of remediation.

How we can help

Raffles Corporate Services handles the full lifecycle described above: gathering the documents, meeting the deadlines, and coordinating with the relevant authority so nothing falls through the cracks. We work with a panel of corporate and employment law firms where formal legal advice is needed, and we keep fees transparent and fixed where possible so you can budget with confidence. Engaging early, before deadlines loom, is consistently the cheapest path.

FAQs

How much does it cost to keep a Singapore company compliant each year? A simple active company typically spends S$800 to S$3,000 a year on secretary, address and unaudited accounts, plus the S$60 annual return fee.

Is an audit always required? No. Companies meeting the small company criteria under the Act are exempt, but they still file annual returns and prepare financial statements.

What happens if I file the annual return late? ACRA imposes a late-lodgement penalty that increases the longer the delay continues, and directors can be prosecuted for persistent default.

Do dormant companies still pay fees? Yes. Dormant companies must still file annual returns and maintain registers, though they may qualify for simplified reporting.

Need help with this? Call, SMS or WhatsApp +65 8501 7133, or email [email protected]. Raffles Corporate Services works with a panel of corporate and employment law firms; this article is general information, not legal advice.

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