When a Singapore company borrows money from a bank, takes a loan secured against its inventory, or grants a debenture over its assets, the law requires that charge to be registered with the Accounting and Corporate Regulatory Authority (ACRA). This is not a paperwork formality — failure to register within the statutory 30-day window can render the charge void against a liquidator and other creditors, leaving your lender unsecured.
This 2026 guide walks Singapore directors and company secretaries through the rules under Section 131 of the Companies Act 1967, the types of charges that must be registered, the BizFile+ filing process, fees, and the penalties for non-compliance.
What is a “charge” under the Singapore Companies Act?
A charge is a form of security interest granted by a company over its assets to secure a debt or other obligation. The lender does not take ownership of the asset but acquires a right to be paid out of the proceeds of that asset if the company defaults.
Section 131 of the Companies Act distinguishes between two main categories:
- Fixed charges — attach to specific, identifiable assets (e.g. a piece of machinery, a property, shares in a subsidiary). The company cannot dispose of the asset without the chargee’s consent.
- Floating charges — hover over a class of assets (e.g. all stock-in-trade, all book debts) that the company can deal with in the ordinary course of business until the charge “crystallises” upon default.
Which charges must be registered with ACRA?
Section 131(3) of the Companies Act lists the types of charges that must be lodged with the Registrar within 30 days of creation. The principal categories are:
- A charge to secure an issue of debentures.
- A charge on uncalled share capital.
- A charge on shares of a subsidiary of the company.
- A charge created or evidenced by an instrument which, if executed by an individual, would require registration as a bill of sale.
- A charge on land wherever situated, or any interest therein.
- A charge on book debts of the company.
- A floating charge on the undertaking or property of the company.
- A charge on calls made but not paid.
- A charge on a ship or aircraft or any share in a ship.
- A charge on goodwill, patents, trademarks, copyrights or licences.
Charges that fall outside these categories — for example, a pledge of a bearer instrument or a contractual lien — typically do not need ACRA registration, but you should always confirm with your corporate secretary before assuming a charge is exempt. For a refresher on the broader compliance landscape, see our Corporate Secretarial Compliance Calendar.
The 30-day filing window
The single most important rule is the 30-day statutory deadline. Under Section 131(1), particulars of a registrable charge must be lodged with ACRA within 30 days after the date of creation of the charge. The clock starts the moment the charge instrument is executed, not when the loan is drawn down or when registration documents are prepared.
If the company misses the deadline, the charge is rendered void against a liquidator and any creditor of the company. The underlying debt remains payable, but the lender loses its priority and becomes an unsecured creditor in any subsequent insolvency. This is the principal reason banks and finance houses routinely demand that registration be filed within days, not weeks.
How to file a charge with ACRA
Charges are lodged electronically through BizFile+, ACRA’s e-filing portal. The filing must be done by an officer of the company or a registered filing agent (such as a licensed corporate service provider).
Information required
To complete the filing you will need:
- The date the charge was created.
- A description of the property charged.
- The amount secured by the charge (or, if a floating charge, a description of the assets covered).
- The name and address of the chargee (lender).
- A copy of the executed charge instrument (uploaded as a PDF).
Filing fee
The current filing fee for registering a charge with ACRA is S$60 per charge. Amendments to particulars (for example, an increase in the secured amount) and satisfactions of charge attract separate fees. The fee schedule is published on the ACRA website.
Charges created outside Singapore
If a Singapore-incorporated company creates a charge on property situated outside Singapore, the 30-day clock runs from the date the instrument could, in the ordinary course of post, have been received in Singapore — not from the date of execution overseas. This carve-out in Section 131(5) gives some breathing room, but in practice most international banks insist on simultaneous filing.
Conversely, a foreign company registered in Singapore as a branch must register charges over its Singapore property under Section 379 of the Companies Act. The principles are similar but the lodgement form is different.
Late registration: extension of time under Section 137
If the 30-day window is missed, the company is not without remedy. Under Section 137 of the Companies Act, the High Court has the power to extend the time for registration if it is satisfied that the omission was accidental, due to inadvertence, or that it is just and equitable to grant relief.
The application is made by way of originating application supported by an affidavit explaining the delay. The court typically grants extension orders subject to a proviso that the extension is “without prejudice to the rights of creditors who acquired rights before the actual date of registration.” This proviso protects intervening creditors but allows the lender to regain its security against the company itself.
Engaging a Singapore Advocate and Solicitor is essential for these applications — see our note on finding the right legal advice for company matters.
Satisfaction and release of charges
When a loan is repaid or the charge is otherwise discharged, the company should lodge a memorandum of satisfaction with ACRA under Section 133. While there is no statutory deadline, leaving stale charges on the register can complicate future financing and corporate transactions — buyers in an asset deal or share deal will invariably ask for the register to be clean before completion.
Consequences of non-registration
The two key consequences flow from Section 131(1):
- Void against liquidator and creditors: the unregistered charge cannot be enforced in priority to other creditors. The lender drops to the level of an unsecured creditor in liquidation.
- Debt accelerated: most charge instruments contain a clause stating that failure to perfect the security is an event of default, entitling the lender to demand immediate repayment of the principal sum.
In addition, the company and its officers can be fined for failing to comply with Section 131. In practice, the commercial consequences (loss of security, accelerated debt) are far more painful than the regulatory penalty.
Charges and the company’s register of charges
Separate from the ACRA register, Section 138 of the Companies Act requires every company to maintain its own register of charges at its registered office. This internal register must record every charge specifically affecting the company’s property and every floating charge. The register must be open to inspection by any creditor or member of the company free of charge during business hours.
Failure to maintain the internal register is a separate offence, even if the charge is properly lodged with ACRA. Most corporate secretaries maintain both registers in tandem. For a deep dive on internal statutory registers, see our guide to Singapore Statutory Registers.
Practical checklist for directors
To avoid the most common pitfalls when registering a charge:
- Identify whether the charge falls within Section 131(3) before signing the security document.
- Diarise the 30-day deadline from the date the charge instrument is executed.
- Engage your corporate secretary or a licensed filing agent to lodge particulars on BizFile+.
- Update the company’s internal register of charges at the same time.
- When the debt is repaid, lodge a memorandum of satisfaction promptly to keep the public register clean.
Registering a charge correctly is one of those tasks that looks routine until it goes wrong — and when it goes wrong in an insolvency, the loss can be the entire secured amount. If you are unsure whether your current charges have been properly perfected, contact our team to run a register review.
— The Editorial Team, Raffles Corporate Services