Common Compliance Mistakes New Companies Make in Singapore (And How to Avoid Them)

Last Updated: June 2026

The most common compliance mistakes new Singapore companies make are missing the AGM, annual return, or ECI deadline; failing to appoint a company secretary within six months of incorporation; mixing personal and company money; and not keeping the statutory registers such as the Register of Registrable Controllers. Each of these carries a fine, a penalty, or both, and every one of them is avoidable with a basic compliance routine.

This guide walks through the pitfalls that trip up new SMEs in their first year or two, explains why each one matters, and gives you the fix. Most are simple calendar discipline once you know what to track.

Key Takeaways

• Hold your AGM within 6 months of your financial year end and file your annual return within 7 months; missing this draws a flat S$300 penalty, rising to S$600 if you are more than 3 months late.
• Appoint a company secretary within 6 months of incorporation, and remember a sole director cannot also be the secretary.
• File your Estimated Chargeable Income (ECI) within 3 months of your financial year end and e-File the corporate tax return by 30 November.
• Keep your statutory registers, including the Register of Registrable Controllers (RORC) and, where relevant, the registers of nominee directors and shareholders, and lodge them with ACRA.
• Never mix personal and company money; a private limited company is a separate legal person and its bank account is not your wallet.
• A dormant company is not exempt from filing; it must still file its annual return and, unless granted an IRAS waiver, its corporate tax return.

Mistake 1: Missing the AGM, Annual Return, or ECI Deadline

The most common mistake is losing track of filing deadlines in the first busy year, often because everyone assumes someone else is watching the calendar.

The rules are fixed. A private company must hold its Annual General Meeting (AGM) within 6 months of its financial year end, then file its annual return with ACRA within 7 months of that year end. On the tax side, you file Estimated Chargeable Income (ECI) with IRAS within 3 months of your financial year end, and e-File the corporate tax return by 30 November. Miss the annual return and ACRA imposes a flat S$300 penalty if you lodge within 3 months of the deadline, rising to S$600 if you are more than 3 months late, as set out on the ACRA pages on filing annual returns and the penalties for late annual return filing.

The fix: map all four dates against your financial year end the day you set it, and put them in one calendar. Our monthly compliance checklist for Singapore businesses lays out the full calendar so nothing slips. If a penalty has already landed, read why appealing an ACRA late penalty usually fails before you waste time on an appeal. Our AGM guide covers the meeting itself.

Mistake 2: Not Appointing a Company Secretary Within 6 Months

Many founders register the company and forget the company secretary, or assume they can fill the role themselves indefinitely.

Every Singapore company must appoint a company secretary within 6 months of incorporation. The secretary must be a natural person ordinarily resident in Singapore, and the role cannot sit vacant for more than 6 months. One trap catches solo founders: a sole director cannot also be the company secretary, so if you are the only director you must bring in someone else. ACRA explains this on its page on appointing directors and key officers.

The fix: appoint a qualified secretary at incorporation or shortly after. Read whether a sole director can be the company secretary for the exact ACRA position, and consider why most SMEs use corporate secretarial services rather than juggling the role in-house.

Mistake 3: Mixing Personal and Company Money

This is one of the most damaging habits in young companies: paying suppliers from a personal card, drawing cash from the company account for personal use, or running everything through one shared account. It feels efficient and it is a real compliance risk.

A private limited company is a separate legal person, so its money is not your money. Treating it as such breaks the legal separation that protects you, distorts your accounts, makes clean financial statements almost impossible, and can create tax problems if drawings are not recorded as salary, dividends, or loans.

The fix: open a dedicated corporate bank account and run every company transaction through it. Pay yourself a proper salary or declare dividends; do not dip into the account informally. Understanding the key responsibilities of a director makes clear why the separation matters, and keeping clean books from day one feeds directly into your accounting and compliance obligations.

Mistake 4: Not Keeping the Statutory Registers

New companies often do not realise they must maintain formal registers beyond the incorporation paperwork, and the most overlooked is the Register of Registrable Controllers.

Every company must keep a Register of Registrable Controllers (RORC), which records the individuals or entities with significant control or ownership, and lodge it with ACRA. Where there are nominee directors or nominee shareholders, the company must also keep and lodge a Register of Nominee Directors (ROND) and a Register of Nominee Shareholders (RONS). These are not one-off forms; they must be kept current and updated when control or ownership changes.

The fix: set up your RORC at incorporation and review it whenever shareholding or control shifts. If nominee arrangements exist, get the ROND and RONS in place. Our guide on the central registers for nominee directors and shareholders explains what to lodge, and the RORC court summons and penalties guide shows what happens when these are ignored.

Here is a side-by-side view of the pitfalls covered above and the fix for each one.

Mistake 5: Not Maintaining Proper Accounting Records

Some founders only think about bookkeeping when the tax return is due, then scramble to reconstruct a year of transactions from bank statements and a shoebox of receipts. This is error-prone and risks getting the tax wrong.

Singapore law requires companies to keep proper accounting records that explain their transactions and financial position, and to retain them for at least 5 years. Without ongoing records you cannot prepare accurate financial statements, file a correct ECI, or support your figures if IRAS queries them.

The fix: keep your books current throughout the year, not in a year-end panic. Reconcile the bank monthly, file receipts as you go, and use proper software or an outsourced provider. Solid accounting compliance from the start makes every downstream filing, from ECI to the annual return, straightforward.

Mistake 6: Assuming a Dormant Company Has No Filings

A frequent and costly misunderstanding is that a company with no activity has nothing to do, so founders set up a company, never trade, and assume it can simply sit there silently.

A dormant company still has obligations. It must still file its annual return with ACRA, and unless IRAS has granted a waiver, it must still file its corporate tax return. Dormant means no significant accounting transactions, not exempt from compliance, and ignoring filings is exactly how inactive companies rack up penalties.

The fix: keep filing even when nothing is happening, or apply for the relevant waiver. Our guide on dormant company tax filing and the IRAS waiver explains when you can stop filing the tax return and how to request it. The annual return with ACRA, in most cases, still has to be lodged.

Mistake 7: Missing GST Registration at the S$1 Million Threshold

Growing companies sometimes cross the GST registration threshold without noticing, then face backdated GST and penalties for registering late.

GST registration becomes compulsory when your taxable turnover exceeds S$1 million, either on a retrospective basis when your turnover for the past calendar year crosses the threshold or on a prospective basis when you reasonably expect to cross it in the next 12 months. Failing to register on time means IRAS can require you to account for GST you never collected, which comes straight out of your margin.

The fix: monitor rolling 12-month turnover as you scale and register before you breach the limit. Our GST registration threshold guide walks through the S$1 million test and the InvoiceNow requirements so you register at the right time.

Frequently Asked Questions

What are the most common compliance mistakes new Singapore companies make?

The most common mistakes are missing the AGM, annual return, or ECI deadline; failing to appoint a company secretary within 6 months of incorporation; mixing personal and company money; not keeping statutory registers such as the Register of Registrable Controllers; not maintaining proper accounting records; assuming a dormant company has no filings; and missing GST registration once taxable turnover exceeds S$1 million.

What happens if I miss the annual return deadline?

ACRA imposes a late lodgment penalty. The penalty is a flat S$300 if you file the annual return within 3 months after the deadline, and S$600 if you file more than 3 months late. The company and its officers can also face further enforcement action, so filing on time, or as soon as possible after a slip, is far cheaper than letting it run.

Do I need to appoint a company secretary immediately?

You must appoint a company secretary within 6 months of incorporation, and the role cannot stay vacant for more than 6 months. The secretary must be a natural person ordinarily resident in Singapore. Importantly, if you are the sole director, you cannot also be the company secretary, so you must appoint someone else or use a corporate secretarial provider.

Does a dormant company still have to file anything?

Yes. A dormant company must still file its annual return with ACRA, and unless IRAS has granted a waiver, it must still file its corporate tax return. Being dormant means having no significant accounting transactions; it does not remove your filing obligations. If you want to stop filing the tax return, you must apply to IRAS for the waiver.

Why can’t I mix personal and company money?

A private limited company is a separate legal entity, so its bank account is not your personal account. Mixing the two breaks the legal separation that protects you, distorts your accounts, makes clean financial statements hard to produce, and can create tax issues if drawings are not recorded properly as salary, dividends, or director loans. Keep a dedicated company account and run every business transaction through it.

How can a new company stay compliant?

Build a simple routine: map your AGM, annual return, ECI, and corporate tax deadlines against your financial year end; appoint a company secretary at incorporation; keep a dedicated company bank account; maintain your statutory registers and accounting records throughout the year; and watch your turnover for the GST threshold. A monthly compliance checklist or a corporate secretarial provider keeps all of this on track.

Talk to Us About Staying Compliant

Most compliance mistakes come down to not knowing the deadline or not having a system to track it, and both are easy to fix before they cost you a penalty. If you would rather have your AGM, annual return, ECI, statutory registers, and GST monitoring handled in one place, talk to us. Excellence Singapore manages corporate secretarial and accounting compliance for new SMEs so the filings happen on time and nothing slips through in your first busy years.