Short answer: A false filing with ACRA is an offence under section 401 of the Companies Act 1967 when a person lodges, or authorises someone else to lodge, a document they know is false or misleading in a material respect. The maximum penalty is a S$50,000 fine, two years’ imprisonment, or both, and a conviction can disqualify a director for five years.
Key facts at a glance
- Since 20 October 2026, every annual return asks the filer to confirm that the particulars ACRA holds for directors, chief executive officers, secretaries, auditors and relevant members are accurate (ACRA announcement, 6 October 2026).
- Section 401(2A) makes it an offence to lodge a document, or authorise another person to lodge it, knowing it is false or misleading in a material respect. Maximum: S$50,000 fine, two years’ imprisonment, or both.
- Section 401(2) covers false statements and misleading omissions in any return, report, certificate or financial statements required by the Act, with the same maximum penalty. Voting for the statement at a meeting counts as authorising it (s 401(3)).
- On 18 May 2026, ACRA reported that an individual was fined S$108,000 on 12 counts of authorising false filings under section 401(2A)(b), with 12 similar charges taken into consideration.
- A conviction for an offence involving fraud or dishonesty punishable with three months’ imprisonment or more disqualifies a person from acting as a director for five years (s 154(1) and (4)).
- A director who fails to use reasonable diligence faces a separate offence under section 157, with a fine of up to S$20,000, imprisonment of up to 12 months, or both.
- Honest errors can be corrected. Section 12C lets an officer notify the Registrar of an error, and section 12B allows a court order to rectify the register.
Raffles Corporate Services works with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice. This article is general information only and is not legal advice.
From 20 October 2026 the filer must confirm, in the annual return itself, that the officer and member particulars on ACRA’s register are correct. That confirmation is a statement in a return required by the Companies Act, so a knowingly false one is a false filing. This guide covers what you confirm, how the offence works and how to fix errors.
What does the annual return now ask you to confirm?
You must confirm that the latest particulars given to ACRA are accurate for the company’s directors, chief executive officers, secretaries, auditors and relevant members. ACRA announced the change on 6 October 2026 as part of the second phase of the Corporate and Accounting Laws (Amendment) Act 2025, which commenced on 20 October 2026.
According to ACRA, the particulars include names, identification details, nationality, contact address, appointment dates, the registered office address and shareholding details, where applicable. The annual return eform also asks a new question: whether any individual performs the role of chief executive officer in the company. Companies limited by guarantee must confirm that the total number of members last provided to ACRA through Bizfile is accurate.
ACRA’s guidance is that companies and authorised filers should review their records in Bizfile and update any particulars before submitting the annual return. For a summary of everything else that commenced on the same day, see our note on what CALA 2025 changed on 20 October 2026. Guarantee companies have their own version of the step, covered in our guide to confirming the member count in a CLG annual return.
What is the false filing ACRA offence under section 401?
Section 401 of the Companies Act 1967 contains two main false filing offences, and both carry a maximum fine of S$50,000, imprisonment of up to two years, or both. You can read the current text on Singapore Statutes Online.
The first, in section 401(2), applies to any return, report, certificate, balance sheet, financial statements or other document required by or for the purposes of the Act. It is an offence to wilfully make, or authorise the making of, a statement that is false or misleading in any material particular, knowing it to be false or misleading. It is also an offence to wilfully omit, or authorise the omission of, anything without which the document is misleading in a material respect.
The second, in section 401(2A), is aimed squarely at lodgements. It is an offence to lodge, file or submit any document with the Registrar, or to authorise another person to do so, knowing that the document is false or misleading in a material respect. This is the provision ACRA used in its 2026 prosecution.
Section 401(3) adds a rule that matters for boards. Where a person at a meeting votes in favour of making a statement covered by section 401(2), that person is treated as having authorised it. A director who votes to approve a return that the director knows to be wrong cannot later say that someone else made the statement.
Who can be liable: the director, the filer or the corporate service provider?
Anyone who knowingly makes the false statement, lodges the false document, or authorises it can be liable. That can be the director, the company secretary, the person who presses submit in Bizfile, or a client who instructs a corporate service provider to file particulars the client knows are untrue.
ACRA’s two most recent prosecutions show how this works in practice:
- In the case reported on 18 May 2026, the person convicted did not file anything personally. He authorised a corporate secretarial firm to lodge change-of-officer forms for 12 companies in 2019. The forms falsely declared that a particular individual had consented to be appointed a director. He was convicted on 12 counts under section 401(2A)(b) and fined S$108,000 in total.
- In the case reported on 31 October 2025, three registered qualified individuals acting for corporate service providers were convicted. One was fined for failing to exercise due diligence as a director by letting staff appoint a person as a director of 58 companies without ensuring he had signed proper consent forms, and was separately fined for authorising false filings about registrable controllers. Another was fined for false declarations in two annual returns that the company was exempt from keeping a register of registrable controllers. A third was fined for falsely declaring herself a registrable controller. ACRA stated that all three would be disqualified as directors for five years under section 154(1).
The point for business owners is simple. Instructing an agent does not move the risk to the agent. If you authorise a filing you know is wrong, the authorisation is itself the offence.
Is an honest mistake in the annual return a false filing?
On the wording of section 401, no. Both offences require knowledge that the statement or document is false or misleading, and section 401(2) also requires the act or omission to be wilful. A genuine error, made after reasonable checks, is not what the section targets.
That does not make carelessness safe. Three other rules still apply:
- Section 157(1) requires every director to act honestly and use reasonable diligence. Breach is an offence with a fine of up to S$20,000, imprisonment of up to 12 months, or both, under section 157(3) as amended with effect from 6 May 2026. The 2025 prosecution shows that ACRA will charge a lack of diligence alongside false filing.
- Section 146 says a person must not be named as a director in the register unless that person, or a registered qualified individual they authorised, has filed a declaration of consent to act and statements that they are not disqualified or debarred. Default is an offence with a fine of up to S$10,000 and a default penalty.
- Section 197(6) makes the company and every officer in default liable to a fine of up to S$10,000 and a default penalty if the annual return is not lodged as required.
Confirming particulars without checking them is also where honest mistakes start to look less honest. If a director knows the register is out of date and confirms it anyway, the knowledge element may be met.
What are the penalties and can a director be disqualified?
The penalties depend on the provision breached. The table below sets out the maximums in the Act as at 28 October 2026. Courts impose sentences case by case, and the fines in the reported prosecutions were per charge across many charges.
| Provision | What it covers | Maximum penalty |
|---|---|---|
| s 401(2) | Wilfully false or misleading statement, or misleading omission, in a return, report, certificate or financial statements | S$50,000 fine, 2 years’ imprisonment, or both |
| s 401(2A) | Lodging, or authorising another to lodge, a document known to be false or misleading | S$50,000 fine, 2 years’ imprisonment, or both |
| s 157(1) and (3) | Director failing to act honestly or use reasonable diligence | S$20,000 fine, 12 months’ imprisonment, or both, plus civil liability to the company |
| s 146(4) | Naming a director without the filed consent and statements | S$10,000 fine and a default penalty |
| s 197(6) | Failing to comply with the annual return requirement | S$10,000 fine and a default penalty, for the company and each officer in default |
| s 154(5) | Acting as a director while disqualified | S$10,000 fine, 2 years’ imprisonment, or both |
Disqualification is the consequence many directors fear most. Under section 154(1)(a)(i), a person convicted of an offence involving fraud or dishonesty punishable with imprisonment of three months or more is disqualified. Under section 154(4), the disqualification runs for five years from conviction if there is no prison sentence, or five years after release if there is. During that period the person must not act as a director or take part in the management of a company. A disqualified person may apply to the court for permission to act, giving the Minister at least 14 days’ notice (s 154(6)). Section 154(2) also lets the court make a disqualification order on conviction of any offence in connection with the formation or management of a corporation.
If you are appointing someone new, a quick check avoids a different problem. Our guide to running a bankruptcy search before you appoint a director explains how.
Which particulars most often go wrong, and how do you fix them?
Most register errors are mundane: an old address, a renewed passport, a share transfer never lodged. The table lists common ones and the usual fix before you file.
| Error on the register | Why it matters now | Usual fix before the annual return |
|---|---|---|
| Director appointed without a signed consent to act | The basis of the 2025 and 2026 prosecutions; breaches s 146 | Obtain and file the consent and statements, or remove the appointment, before confirming |
| Officer’s residential address out of date | Contact address is a confirmed particular | Lodge the change of particulars in Bizfile first |
| Expired passport or changed nationality | Identification details and nationality are confirmed particulars | Update the officer’s identification details in Bizfile |
| Share transfer or allotment signed but not lodged | Shareholding details on the register will not match the company’s records | Lodge the outstanding share transaction, then reconcile |
| A person runs the business but is not recorded as CEO | The new CEO question asks whether anyone performs that role | Board decision on who is CEO, then record the appointment |
| Auditor resigned or was replaced without a lodgement | Auditor particulars are confirmed particulars | Lodge the auditor change with supporting documents |
| Registered office moved without notice | The registered office address is a confirmed particular; changes are due within 14 days | Lodge the change of registered office address |
How should a board check the particulars before filing?
Treat the confirmation as a board-level sign-off, not a clerical step. A practical sequence is:
- Download the company’s current business profile from Bizfile and list every director, CEO, secretary, auditor and member shown on it.
- Compare each entry against the company’s own registers, minutes, signed consents and share documents.
- Ask each officer to confirm their name, identification details, nationality and contact address in writing.
- Decide, by board resolution if needed, whether anyone performs the CEO role, so the new eform question has a recorded basis.
- Lodge every outstanding change in Bizfile and wait until it shows on the register.
- Record in the minutes or a file note that the particulars were reviewed, by whom and on what date.
- Only then authorise the filer to submit the annual return and confirm the particulars.
Keep the evidence. If ACRA later asks questions, a file showing what was checked and when is the best answer to any suggestion that the confirmation was made knowingly or without diligence. Our free compliance tools can help you track filing dates while you work through the list.
What if you discover an error after the annual return is filed?
Correct it promptly and document how it happened. The Companies Act provides three routes, depending on the error.
- Notification under section 12C. An officer may notify the Registrar, in the prescribed form, of an error in a filed document or in the filing itself. The Registrar may rectify the register if the error is typographical or clerical, or, for a filing error, if it was unintended and does not prejudice anyone. The Registrar will not expunge documents, and the decision is final.
- Rectification on the Registrar’s initiative under section 12D. The Registrar may correct obvious mistakes or conflicts with government records, usually after giving at least 30 days’ notice for objections.
- Rectification by the court under section 12B. Where the error is not one the Registrar can fix, the company can apply to court for an order directing the Registrar to rectify the register. See our guide to court rectification under section 12B.
Correcting a genuine error quickly helps show the original statement was not made knowingly.
What does the company secretary prepare, and when do you need a solicitor?
The company secretary or corporate service provider handles the register review, the Bizfile lodgements, the board resolutions and the annual return itself. A solicitor is needed once ACRA or the police start an investigation, issue a notice requiring documents or statements, or bring charges, and for any court application under section 12B or section 154(6).
Proceedings are conducted by a Singapore Advocate and Solicitor. Raffles Corporate Services is a corporate service provider and does not provide legal services; where legal advice or representation is needed, we work with a panel of Singapore law firms. If an ACRA summons for missed filings is the issue rather than false filing, our guide to what directors should expect from an ACRA summons explains the process.
Frequently asked questions
Is confirming wrong particulars in an annual return automatically an offence?
No. The section 401 offences require knowledge that the statement or document is false or misleading. An honest error after reasonable checks is not a false filing, though a director who did not check may still face a diligence issue under section 157.
Can I be prosecuted if my corporate service provider made the filing?
Yes, if you authorised a filing you knew was false. Section 401(2A)(b) covers authorising another person to lodge a false document, and that was the charge in ACRA’s 18 May 2026 case.
What is the maximum fine for a false filing with ACRA?
S$50,000 per offence, imprisonment of up to two years, or both, under section 401(2) or (2A). Fines are imposed per charge, so total fines can be much higher where several filings are involved.
Will a false filing conviction disqualify me as a director?
It can. A conviction for an offence involving fraud or dishonesty punishable with three months’ imprisonment or more triggers a five-year disqualification under section 154(1). In ACRA’s October 2025 case, those convicted of false declaration charges were disqualified for five years.
How do I correct a mistake I found after filing?
Notify the Registrar under section 12C if it is a typographical, clerical or unintended filing error. Other errors may need a court order under section 12B. Lodge any outstanding changes of particulars at the same time.
Does the confirmation apply to companies limited by guarantee?
Yes, with a variation. Filers for companies limited by guarantee must also confirm that the total number of members last provided to ACRA through Bizfile is accurate.
Further reading from official sources: ACRA’s announcement of the 20 October 2026 changes and ACRA’s 18 May 2026 press release on authorising false filings.
Need help with this? Call, SMS or WhatsApp +65 8501 7133, or email [email protected]. Raffles Corporate Services works with a panel of corporate and employment law firms; this article is general information, not legal advice.
Last reviewed: 28 October 2026. The Editorial Team, Raffles Corporate Services.
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