Company Secretary Not Responding or Closed Down? How to Take Back Control of Your Singapore Company (2026)
By Lucas Seah, Founder of Excellence Singapore Group | Last Updated: October 2026
If your company secretary is not responding, or your corporate service provider has closed, your company’s legal duties carry on without them. You do not need the old provider’s agreement to replace them. The directors appoint the company secretary, so the board can appoint a new one and report the change to ACRA on Bizfile within 14 days. If a registered corporate service provider lodges the change, ACRA does not ask the old secretary to endorse it.
Start today by looking up the company on Bizfile. If its status says “Gazetted to be Struck Off”, or ACRA has sent a striking-off letter, deal with that first: for letters dated on or after 20 October 2026 you have only 15 days to object, and the letter may have gone to the old provider’s address. Then work through the steps below: replace the secretary (and the resident director, if the provider supplied one), move the registered office, take back Corppass, catch up on overdue filings and rebuild the company’s records.
Short on time? Jump to the first checks, appointing a new secretary or what to do if ACRA has already written.
Key Takeaways
- Check the company on Bizfile today. If it shows “Gazetted to be Struck Off”, or ACRA has written about striking it off, deal with that first: for letters dated on or after 20 October 2026, you have 15 days to object.
- You can replace an unresponsive secretary without their cooperation. The directors appoint the new secretary, who files a declaration with ACRA, and the change is reported on Bizfile within 14 days. Lodged by a registered corporate service provider, it does not need the old secretary’s endorsement.
- Replace a nominee director you cannot reach, but appoint the new one first. The company must always have at least one director who normally lives in Singapore.
- If the registered office was your provider’s address, change it within 14 days. ACRA’s letters to the company, including striking-off letters, can be sent there.
- Take back Corppass. If the only admin was the provider’s staff, a director who holds an NRIC or FIN can appoint a new admin with Singpass. Corppass suspends a company that has no admin for 30 days.
- Check for overdue annual returns. Each late return costs S$300 or S$600.
Company secretary not responding? First, check where the company stands
Do these four checks before anything else.
- Look up the company on Bizfile. The basic search shows its status and registered office address. The status should say “Live”; if it says “Gazetted to be Struck Off”, go straight to what to do if ACRA has already written. The paid Business Profile (S$5.50) also shows the position holders on record, including the secretary, and you can check when the last annual return was filed. Our guide on how to check a company in Singapore shows where to look.
- Check the provider’s registration. Bizfile’s search shows whether an entity is a registered corporate service provider, and ACRA publishes a list of corporate service providers whose registration has been suspended or cancelled. If your provider is on that list or is no longer registered, plan to change provider. A provider can also stop replying while still registered.
- Check who controls Corppass, the system that decides who can act for the company online on Bizfile and with IRAS. If the only admin is someone at the old provider, you will fix this in the Corppass step below. You can start the other steps without it, because a registered corporate service provider can file with ACRA on the company’s behalf.
- Check IRAS. Once someone at the company is authorised through Corppass for its myTax Portal account, check whether the latest corporate tax return was filed and whether any notices are waiting.
Many small companies rely on one provider for several jobs. This table shows what can lapse and what to do first.
| What the provider did | If it stops | First step |
|---|---|---|
| Company secretary | The secretary on record stops acting, and minutes and filings stop | Appoint a new secretary by directors’ resolution |
| Resident nominee director | The company may have no director in Singapore it can reach | Appoint a new resident director first, then deal with the old one |
| Registered office | ACRA’s letters, including striking-off letters, can go to an address nobody checks | Move the registered office and file the change within 14 days |
| Corppass admin | Nobody can authorise online filings; with no admin for 30 days, Corppass suspends the company | A director with an NRIC or FIN appoints a new admin with Singpass |
| Accounts, annual returns and tax | A S$300 or S$600 late penalty for each annual return, and ACRA may take further action | Prepare the overdue accounts and file |
| Registers and minutes | The registers of controllers (RORC) and nominees fall out of date | Ask for the records in writing; rebuild from Bizfile |
Sources: Companies Act section 145, section 171 and section 143; ACRA late annual return penalties and company registers; Corppass. Read October 2026.
Step 1: Appoint a new company secretary
Every Singapore company must have at least one company secretary, who must be an individual (not a company) whose main home is in Singapore (section 171). The post cannot stay empty for more than 6 months at a time, and if the company has only one director, that director cannot also be the secretary.
Because the directors appoint the secretary, and under the standard model constitution can also remove one, you do not need the old provider’s agreement to replace them:
- Pass a directors’ resolution appointing the new secretary and, if the old one has not resigned, removing them.
- The new secretary files a declaration with ACRA that they agree to act, either personally or through their provider’s registered filing staff.
- Report the change on Bizfile within 14 days. ACRA says directors and secretaries must report changes to company officers via Bizfile within 14 days. If you lodge it yourself, you log in through Corppass, and ACRA’s guide to appointing or withdrawing position holders says most changes need the affected position holder to endorse them within 14 days, or the update may be rejected. An old secretary who does not reply may never endorse their own withdrawal. Changes filed by a registered corporate service provider do not need that endorsement, and ACRA requires a provider to appoint or withdraw a foreigner, so a new provider can lodge both the appointment and the withdrawal for you.
Check who must sign first. Under the standard model constitution, a written directors’ resolution must be signed by every director, and a directors’ meeting needs two directors present unless the directors have set a different number. If one of your directors came from the old provider and cannot be reached, replace that director first (see Step 2), then pass the resolution. Your own constitution may set different rules.
The directors must take all reasonable steps to make sure the secretary appears to have the knowledge and experience the role needs. If your provider still answers and you simply want to switch, our guide to changing your company secretary covers a planned move, and our Corporate Service Providers Act guide explains the registration providers now need.
Step 2: Replace a nominee director you cannot reach
Every company needs at least one director who is ordinarily resident in Singapore, meaning they normally live here (section 145). Many providers supply this director as a nominee director. If yours did and you can no longer reach them, follow this order:
- Appoint the new resident director first. A director cannot resign or leave office if no director who lives in Singapore would remain; such a resignation is invalid.
- Then deal with the old one. They can resign once the new director is in place, or the shareholders of a private company can remove a director by ordinary resolution (a simple majority vote), subject to the constitution (section 152). Under the model constitution, the same resolution can also appoint the replacement, which helps when the board cannot meet without the missing director. Our guide to changing directors walks through the filings.
The Bizfile rule from Step 1 applies here too: a withdrawal you lodge yourself needs the departing director’s endorsement, while one lodged by a registered corporate service provider does not, and ACRA requires a provider to appoint or withdraw a foreigner. If the nominee is, or was, the provider’s employee, ACRA has said providers should take reasonable steps to replace them on request.
If you need a new nominee director, note that since 9 June 2025 anyone who acts as a nominee director as a business must be arranged by a registered corporate service provider, which must check that the person is fit and proper.
Step 3: Move the registered office
Every company must have a registered office in Singapore where all letters and notices to the company can be sent, and you must file a change of address with ACRA within 14 days (section 142 and section 143). From 20 October 2026, the office no longer has to be open to the public for minimum hours.
This step is more important than it seems. ACRA can send a striking-off letter to the company at its registered office. If that office has closed, nobody will read the letter. ACRA also sends official letters for directors and secretaries to the residential address it holds for each of them, so make sure those are current too; Singapore Citizens and Permanent Residents update their address with ICA rather than ACRA.
You can use your own business premises, a home address in some cases (see our guide to using an HDB address), or a registered office address service.
Step 4: Take back Corppass and online access
Corppass controls who can act for the company online. IRAS uses it to let businesses grant access to employees and third parties such as tax agents, for everything from filing corporate tax returns to reading notices.
If the old provider’s staff member was the company’s only Corppass admin, a local Registered Officer can appoint a second admin, or remove the departed admin directly, using their Singpass. For a local company, only a director can act as Registered Officer, and only one who holds an NRIC or FIN can do this. If your only such director came from the old provider, appoint the new resident director first (see Step 2). Act quickly: if the provider’s admin account is removed and nobody replaces it, Corppass suspends the company after 30 days with no admin.
Once you are back in control:
- Remove the old provider’s access to IRAS digital services and authorise your new tax agent.
- Make sure at least one current director or officer is an admin.
- If your directors are based overseas and have no Singpass, our Corppass guide for foreigners explains the options.
Step 5: Catch up on overdue filings
Check the date of the last annual return against your financial year end. Each late annual return carries a late lodgment penalty of S$300, or S$600 if it is more than three months late, and ACRA can take further action, up to prosecution. If a filing stays overdue for 3 months or more, ACRA can also debar (ban) the directors and secretary from taking on any new director or secretary role.
Bringing the filings up to date usually means preparing the overdue financial statements, dealing with the AGMs, filing the annual returns and filing the corporate tax returns. Our AGM guide, our post on ACRA late filing penalties and our guide to IRAS penalty waivers explain each part.
From 20 October 2026, the person filing an annual return must also confirm that ACRA’s record is accurate, including the officers, the registered office and the shareholders. Make those changes first.
Step 6: Rebuild the company’s records
Some records are safe with ACRA. It keeps the electronic registers of members, directors, secretaries, CEOs and auditors, and these update automatically when changes are filed on Bizfile. Your Bizfile business profile is the starting point, though it shows only what has been filed.
Other records the company must keep itself, and these are the ones that go missing with a provider:
- Register of registrable controllers (RORC), the list of people who own or control the company (for most companies, the directors and the shareholders with at least 5% of the voting shares). It is kept at the registered office or at the provider’s office, updated within 7 days after a controller confirms a change, and changes are filed with ACRA within 2 business days after that.
- Registers of nominee directors and nominee shareholders, on the same timetable.
- Minutes and resolutions of directors’ and shareholders’ meetings, the constitution and share records.
- Accounting records, which must be kept for at least 5 years from the end of the financial year in which the transactions they record are completed (section 199).
Write to the old provider, briefly and politely: say that the directors have appointed a new secretary, list the registers, minute books and documents you need back, and give a date. Keep a copy of the message. If nothing comes back, rebuild what you can from Bizfile, your bank statements and your own files, and set up a fresh RORC by writing to each controller to confirm their details.
If ACRA has already written about striking off
Look at the date on the letter. For striking-off letters dated on or after 20 October 2026, you have 15 days from that date to object; earlier letters allowed 30. Object on Bizfile with recent evidence that the company is still in business, and file the overdue annual returns as quickly as you can. If you cannot log in to Bizfile, a corporate service provider can lodge the objection for you.
If the company’s status already shows “Gazetted to be Struck Off”, you can still object. If it has been struck off, a former director or shareholder may be able to restore it. Our guide to what “Gazetted to be Struck Off” means and how to object or restore covers every stage.
How Excellence Singapore Group can help
We take over companies whose previous provider has closed or stopped responding. Our corporate secretarial team can:
- Act as your company secretary and file the change of secretary, and any other officer changes, on Bizfile as your registered corporate service provider.
- Provide your registered office address, so ACRA’s letters reach someone who acts on them.
- Help your directors set up Corppass, so the company can authorise our tax team for IRAS.
- Rebuild the registers, including the RORC and nominee registers, and file what is missing with ACRA.
- Arrange a resident nominee director through our nominee director service, if you need one.
- Bring the filings up to date, with our accounting and tax teams preparing the overdue accounts and tax returns.
- Lodge an objection to a strike-off, or prepare an application to ACRA to restore the company, if ACRA has already acted.
Fees are quoted after we review the company’s record on Bizfile.
Frequently Asked Questions
What if my company secretary is not responding?
Replace them. The directors appoint the company secretary, so the board can appoint a new one without the old provider’s agreement. The new secretary files a declaration with ACRA that they agree to act, and the change is reported on Bizfile within 14 days. If a registered corporate service provider lodges it, ACRA does not ask the old secretary to endorse the withdrawal. Then check the registered office, Corppass and any overdue annual returns.
Can we fix this if our directors live overseas?
Yes. A registered corporate service provider can file with ACRA on the company’s behalf, so directors without Singpass can still appoint a new secretary and resident director and move the registered office. Taking back Corppass needs a director who holds an NRIC or FIN, which is one more reason to appoint the new resident director early. Keep each director’s residential address with ACRA current, because ACRA sends official letters for officers there.
What if my registered office was my provider’s?
Move it. Every company must have a registered office in Singapore where all letters and notices to the company can be sent, and a change must be filed with ACRA within 14 days. Until you move it, ACRA’s letters, including striking-off letters, can go to the old address. You can use your own premises, a qualifying home address or a registered office address service.
How do we regain Corppass if our admin has left?
If there is another active admin, they can terminate the departed admin’s account. If there is none, a director who holds an NRIC or FIN, whom Corppass treats as the company’s local Registered Officer, can appoint a second admin or remove the departed admin, using their Singpass. If no such director can be reached, appoint a new resident director first. Act quickly: with no Corppass admin for 30 days, Corppass suspends the company.
Can I remove a nominee director I cannot reach?
Yes, in the right order. First appoint a new director who is ordinarily resident in Singapore, because a resignation that would leave the company without one is invalid. The shareholders of a private company can then remove the old director by ordinary resolution (a simple majority vote), subject to the constitution. A person who acts as a nominee director as a business must be arranged by a registered corporate service provider.
What should I ask my old provider to return?
Ask in writing for the company’s registers, including the register of registrable controllers and the registers of nominee directors and shareholders. Also ask for the minutes and resolutions of directors’ and shareholders’ meetings, the constitution, the share records and the accounting records, which must be kept for at least 5 years. Keep a copy of your request, and rebuild whatever does not come back from Bizfile and your own files.
Provider not replying? Start with one message
Send us your company’s name, the date on any letter from ACRA, and what you can and cannot log in to. Talk to us and we will check the company’s record on Bizfile and tell you which deadline to deal with first.
