When a Singapore company ends up in court, whether that is a section 216 oppression claim, a section 216A derivative action, a winding up application, or a more routine dispute over a shareholders’ agreement, two very different workstreams run in parallel. Counsel builds the legal argument, complete with case citations and statutory analysis. The company secretary, meanwhile, is usually the person quietly assembling the factual backbone: board and shareholder resolutions, minutes, register extracts, and the affidavits that exhibit them. It is easy to assume that a problem with a legal citation is purely a lawyer’s problem. A recent Singapore High Court judgment shows why that assumption deserves a second look.

In March 2026, the General Division of the High Court found that closing submissions filed in a family dispute over a deceased businessman’s estate contained two case citations that did not exist. One combined a genuine case name with a citation belonging to a different case; the other was fabricated outright. The judge described it as “plainly evident” that a generative AI tool had been used somewhere in the research and drafting chain, and ordered the two lawyers involved to personally bear costs of S$5,000 each, after rejecting their own proposal to jointly bear a much smaller sum privately. The case has become a cautionary reference point across the profession, arriving alongside new official guidance on how generative AI should, and should not, be used in Singapore legal work.

This article is written for company secretaries and directors, not the general business owner audience already covered elsewhere. The question here is narrower: what does this episode mean for the corporate secretarial function, which never cites case law itself but whose documentary work sits directly underneath the submissions that do?

What Actually Happened in the Fictitious Citations Case

The case, reported as [2026] SGHC 49, arose from three consolidated claims brought by the sons of a deceased businessman, Tan Thuan Teck, as co-executors of his estate, against his brothers and their company, over loans made during his lifetime. Justice S Mohan found for the claimants on the substantive dispute, ordering repayment of S$180,000. What made the judgment notable, however, was a separate finding on the defendants’ closing submissions.

Those submissions, prepared with the help of a second solicitor engaged for research, contained two cases that could not be verified. When the claimant’s lawyer flagged the discrepancy, the defendants’ lead counsel eventually acknowledged that both were fictitious. Neither solicitor had checked the citations before they went before the court. Justice Mohan was blunt: lawyers bear ultimate responsibility for ensuring that everything placed before a court, including case authorities, is true, accurate, and personally verified by them. He rejected a proposed private settlement of S$1,500 as plainly inadequate, ordering each lawyer to personally bear costs of S$5,000 instead.

For company secretaries, the detail worth noting is not the fine. It is that the fictitious material passed through a research and drafting chain involving more than one person, and nobody in that chain treated verification as their job. That same dynamic, work passing between several hands before it reaches the court, is how a company’s litigation file is usually built.

The Two Different Workstreams in Company Litigation

In most contested company law matters, whether that is an oppression claim under section 216, a winding up petition, or a dispute over a resolution’s validity, the litigation file has two distinct layers.

What the Company Secretary Typically Prepares

The corporate secretarial team is usually the source of the documentary record: certified extracts from the register of members and register of directors, board and shareholder resolutions, minutes of meetings, share certificates, and often the first draft of an affidavit of fact exhibiting these records. None of this involves citing case law. It is a factual exercise that demands a different kind of precision: dates that match the statutory registers exactly, resolutions passed in the form being exhibited, and minutes that have not been quietly tidied up after the fact.

What Counsel Drafts and Owns

Legal submissions, where case citations live, are counsel’s domain: which section of the Companies Act 1967 applies, which authorities support the interpretation advanced, and how the facts fit the legal test. A corporate secretary should never be the one citing case law in a submission, and in ordinary practice never is. But that does not mean the corporate secretarial team can be indifferent to how counsel’s work is produced, because the company is the client bearing the consequences if it goes wrong.

Why the Company, and Its Secretary, Should Still Care

A phantom citation is, in the first instance, a professional conduct problem for the lawyer who filed it. But the company whose name is on the originating process does not escape the fallout. Three consequences matter.

Costs Exposure

In the March 2026 case, the personal cost orders fell on the lawyers rather than the litigant. That will not always be the outcome. Where fabricated authorities cause an adjournment, additional hearings, or a need to refile submissions, the company as the represented party can still face increased costs exposure, quite apart from any separate order made against its lawyers.

Credibility With the Court

A section 216 oppression claim, a section 216A derivative action, or a winding up application is often won or lost on the court’s assessment of who is being straight with it. A discovery of fictitious authorities, even where the underlying factual case is sound, invites the bench to scrutinise everything else in the file more sceptically, including the affidavits the company secretary helped prepare. Credibility is not neatly divided between “the legal part” and “the factual part” in a judge’s mind.

Delay and Distraction From the Real Dispute

Verifying and correcting a citation problem takes time and generates its own satellite correspondence, a procedural detour that a company under commercial pressure can least afford in an already contested matter such as a share valuation dispute or a dragging oppression petition. Where a party is found to have seriously misled the court, it can also feed into more severe proceedings, including contempt of court and committal proceedings.

Practical Questions a Company Secretary Should Raise With External Counsel

None of this requires the corporate secretarial team to police legal research. It does mean that when coordinating with litigation counsel on behalf of a client company, a few direct questions are reasonable and increasingly expected.

  1. Does the firm have a policy on generative AI use in research and drafting, requiring citations to be independently verified against the primary source before filing?
  2. Who is personally checking every case citation before submissions are filed, and is that check documented?
  3. If AI tools were used, will the company be told, particularly where AI assistance is substantial enough to affect cost or quality?
  4. How does the firm’s approach align with the Singapore courts’ guidance on generative AI use in court documents?
  5. If a citation issue is discovered, what is the process for correcting the record promptly, rather than waiting for opposing counsel to catch it?

These are not adversarial questions; they are the same due diligence a well-run company already applies to any adviser handling a matter that could affect its standing before a court.

What the New Singapore Guidance Actually Says

On 6 March 2026, the same day the fictitious citations judgment was handed down, the Ministry of Law launched its Guide for Using Generative Artificial Intelligence in the Legal Sector, following a public consultation held in September 2025. The guide is non-binding, but sets out three principles relevant to any company relying on its lawyers: legal professionals remain ultimately responsible for all work product regardless of what tools assisted in producing it; client confidentiality must be safeguarded when using AI tools that process data externally; and clients should generally be told when AI use is substantial enough to affect the cost or nature of the work delivered.

This sits alongside the Singapore courts’ own earlier guidance, a Registrar’s Circular on the use of generative AI tools by court users that has applied to the Supreme Court since October 2024 and expressly covers “Court Documents” broadly, including written submissions, pleadings, and affidavits. The message from both the judiciary and the Ministry of Law is consistent: AI tools are not prohibited, but the human professional remains fully responsible for verifying anything AI helps produce. That expectation extends to the documents a company secretary’s team contributes to a litigation file, even though that team is not drafting legal argument. Board resolutions and register extracts are, after all, “Court Documents” too once exhibited to an affidavit.

Practical Safeguards for the Corporate Secretarial Function

A corporate secretary supporting a litigation matter can keep the division of labour clean while protecting the company. Keep the factual record meticulous: dates, resolution numbers, and register extracts should be cross-checked before they are exhibited, not assumed correct because “that’s what the minutes say”. Ask, early, how counsel verifies research. Keeping the company’s statutory registers under the Companies Act 1967 current and well organised also reduces the pressure on everyone, including counsel, to reconstruct facts in a hurry, which is precisely the kind of pressure that leads to shortcuts. Reviewing your own statutory duties as company secretary is a useful starting point if the checklist has not been revisited in a while, and understanding what a court can compel through an application for inspection of company records explains why the underlying documents need to be right in the first place.

If your company is already in, or heading toward, contested proceedings and you want a second opinion on how AI is being used in your case by the professionals involved, it is entirely reasonable to ask for legal advice on how AI is being used in your case before submissions are filed, rather than after a problem has already been flagged by the other side.

Conclusion

The lesson from the March 2026 judgment is not that AI tools should be banned from legal work; the Ministry of Law’s own guidance and the courts’ position both stop well short of that. The lesson is that verification cannot be assumed to have happened just because work moved through several sets of hands, whether those hands belong to a paralegal, a research assistant, or a co-counsel. Company secretaries are not, and should not become, the checkers of legal citations. But the documentary record they build, the resolutions, the registers, the affidavits of fact, sits in the same court file as the submissions that do cite case law, and its credibility rises or falls with the file as a whole. Understanding where the line between the two workstreams sits, and asking counsel the right questions before problems surface, is a small amount of diligence that protects a company’s standing in a dispute it did not choose to be in. Resources such as Little Big Red Dot’s business coverage and further commentary at this independent resource can help directors and secretaries stay abreast of how professional practice is adapting.

To speak with the team at Raffles Corporate Services, you can email [email protected] or call, SMS, or WhatsApp +65 8501 7133. We are happy to assist with any queries.

The Editorial Team, Raffles Corporate Services