Common Offences for Companies Under the Companies Act 1967

Section 142(1) – Failure of a company to have a Registered office address

• A company shall as from the date of its incorporation have a registered office within Singapore to which all communications and notices may be addressed and which shall be open and accessible to the public for not less than 3 hours during ordinary business hours on each day, Saturdays, weekly and public holidays excepted. Failure to do so is an offence under section 142(2) of the Act.

Section 143(1) – Failure to notify the Registrar of any change in the situation of the registered office address and office hours

• A company is required to lodge a notice in the prescribed form within 14 days after any change in the situation of the registered office, the days and hours during which it is open and accessible to the public, with the Registrar. Failure to do so is an offence under section 143 (2) of the Act. 

Section 144 – Failure to publish Company’s Name and Registration Number

• Section 144(1) states that the name of a company shall appear in legible romanised letters on its seal; and all business letters, statements of account, invoices, official notices, publications, bills of exchange, promissory notes, endorsements, cheques, orders, receipts and letters of credit of or purporting to be issued or signed by or on behalf of the company.
• Section 144(1A) states that the registration number of a company shall appear in a legible form on all business letters, statements of account, invoices, official notices and publications of or purporting to be issued or signed by or on behalf of the company.

Section 145(1) – Requirement to have at least one ordinarily resident director in Singapore

• Every company shall have at least one director who is ordinarily resident in Singapore and, where the company only has one member, that sole director may also be the sole member of the company.

Section 148(1) – Disqualification to act as director of company due to bankruptcy

• Every person who, being an undischarged bankrupt (whether he was adjudged bankrupt by a Singapore Court or a foreign court having jurisdiction in bankruptcy), shall not act as a director of, or directly or indirectly takes part in or is concerned in the management of, any corporation, except with the leave of the Court or the written permission of the Official Assignee. If found guilty, the person shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.

Section 154(1) – Disqualification to act as director on conviction for certain offences

• A person shall be disqualified to act as a director under the said section if the person is convicted of:
  • any offence (whether in Singapore or elsewhere) involving fraud or dishonesty punishable with imprisonment for 3 months or more;  
  • any offence under Part XII of the Securities and Futures Act; or the person is subject to the imposition of a civil penalty under section 232 of the Securities and Futures Act 2001.

Section 155(1) – Disqualification to act as director for persistent default in relation to delivery of documents to Registrar

• A person has been persistently in default in relation to relevant requirements of this Act and that person, within a period of 5 years after he has last been adjudged guilty of any offence or has had made against him an order under section 13 or 399 in relation to any such relevant requirements of this Act, without the leave of the Court, cannot act as a director or promoter of, or is in any way directly or indirectly concerned or takes part in the management of a company. If found guilty, the person shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.

Section 173A(1) – Failure to notify the Registrar of changes in the Register of directors, managers, secretaries and auditors

• Section 173A(1) states that a company shall by notice furnish to the Registrar - 
  • within 14 days after a person becomes a director, chief executive officer, secretary or auditor; and
  • within 14 days after any change (e.g resignation of directors or secretaries) in the appointment of any director, chief executive officer, secretary or auditor.
• Failure to comply with any of the above sections is an offence under section 173H(1) of the Act and every officer of the company who is in default shall each be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty. 

Section 173E(1) and 173E(2) – Any director of a company who becomes disqualified from acting as director by virtue of section 148 or 155 or who resigns from office may himself give notice with the Registrar the return referred to in subsection (6) (a) if he has reasonable cause to believe that the company will not lodge the return with the Registrar.

Section 175 – Failure to hold the Annual General Meeting within the stipulated timeframe

Section 197 – Failure to lodge the Annual Return of the company within the stipulated timeframe

Section 401 – Providing a False and Misleading Statement

• 401(2) states that every person who in any return, report, certificate, balance-sheet, financial statements or other document required by or for the purposes of this Act wilfully makes or authorises the making of a statement false or misleading in any material particular knowing it to be false or misleading or wilfully omits or authorises the omission of any matter or thing without which the document is misleading in a material respect shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both. 

Section 405 – Penalty for carrying business without registering a corporation and for improper use of words Limited and Berhad (Unregistered entity)

• If any person - 
  • other than a foreign company, uses any name or title or trades or carries on business under any name or title which "Limited" or "Berhad" or any abbreviation, imitation, or translation of an of those words is the final word; or
  • in any way holds out that the business is incorporated under this Act, that person shall, unless at the time the business was duly incorporated under this Act, be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both.