Introduction

Every company incorporated in Singapore is required by law to maintain a comprehensive set of statutory records. These records serve as the official documentation of a company’s structure, governance decisions, and financial activities. Failure to keep them up to date can result in penalties, prosecution, and even the disqualification of directors.

Yet many business owners — particularly those running small or newly incorporated companies — are unaware of exactly which records they must maintain, where these records should be kept, and how long they need to be retained. This guide provides a clear and practical overview of the statutory record-keeping obligations that apply to all Singapore companies under the Companies Act 1967.

Whether you are a first-time entrepreneur or a seasoned director, understanding these obligations is essential to staying on the right side of the law and maintaining good corporate governance.

What Are Statutory Records?

Statutory records are the official documents and registers that a company is legally required to maintain under the Companies Act. They provide a transparent record of the company’s ownership, management, decision-making processes, and financial affairs. These records must be accurate, up to date, and available for inspection when required by the authorities or by persons entitled to inspect them.

The responsibility for maintaining these records typically falls on the company secretary, who plays a central role in ensuring that all statutory obligations are met. If your company does not yet have a company secretary, it is important to note that every Singapore company must appoint one within six months of incorporation, as required under Section 171 of the Companies Act.

Registers That Must Be Maintained

Singapore companies are required to maintain several statutory registers. Below is an overview of the key registers and their legal basis.

Register of Members (Shareholders)

Under Section 190 of the Companies Act, every company must maintain a register of members. This register records the names and addresses of all shareholders, the number and class of shares held by each member, the date on which each person was entered in the register as a member, and the date on which any person ceased to be a member.

For companies that issue share certificates, the register of members serves as the authoritative record of share ownership. It must be kept at the registered office of the company or at another location notified to the Registrar.

Register of Directors, Secretaries, and Chief Executive Officers

Section 173 of the Companies Act requires every company to keep a register of its directors, company secretaries, and chief executive officers. This register must contain details such as each officer’s full name, residential address, nationality, date of appointment, and date of cessation (if applicable). Any changes to the company’s officers must be filed with ACRA within 14 days, as outlined in our guide to ACRA filing requirements.

Register of Directors’ Shareholdings

Under Section 164 of the Companies Act, a company must maintain a register of the shareholdings and debentures held by its directors in the company or in any related corporation. Directors are required to notify the company of any changes to their interests within two business days. This register must be available for inspection at the company’s annual general meeting.

Register of Registrable Controllers

Since 31 March 2017, every Singapore company (unless specifically exempted) must maintain a Register of Registrable Controllers. A registrable controller is an individual or legal entity that has significant interest in, or significant control over, the company. This register must be kept up to date and lodged with ACRA. Under the Corporate and Accounting Laws (Amendment) Act 2025, the penalties for non-compliance have been significantly increased — from a maximum fine of S$5,000 to S$25,000.

Register of Nominee Directors

With effect from the commencement of the relevant provisions under the Corporate and Accounting Laws (Amendment) Act 2025, companies must also maintain a Register of Nominee Directors. This register records the nominee status of any director who was appointed on behalf of another person. The nominee’s status will be visible on the company’s ACRA business profile, although the identity of the nominator remains accessible only to government authorities.

Register of Charges

Under Section 138 of the Companies Act, if a company creates a charge over its assets (for example, when securing a loan), the company must maintain a register of charges. This register must contain details of the charge, including the amount secured, the property charged, and the name of the person entitled to the charge. Failure to register a charge with ACRA within the stipulated time frame may render the charge void against the liquidator and any creditor of the company.

Minutes of Meetings and Resolutions

In addition to registers, companies are required to maintain proper records of all meetings and resolutions. Under Section 188 of the Companies Act, a company must keep minutes of all proceedings at general meetings (such as annual general meetings) and all proceedings at meetings of its directors.

Minutes should record the key discussions, motions, and decisions made at each meeting. They should be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting. For a detailed guide on preparing minutes, refer to our article on minutes of company meetings.

Where directors pass decisions by way of written resolution rather than at a physical meeting, these directors’ resolutions must also be properly documented and filed. A written resolution is valid if it is signed by all directors entitled to vote on the matter, and it has the same legal effect as a resolution passed at a duly convened meeting.

Accounting Records

Section 199 of the Companies Act requires every company to keep proper accounting records that sufficiently explain the transactions and financial position of the company. These records must be kept in such a manner as to enable the preparation of true and fair financial statements and any documents required to be laid before the company at its annual general meeting.

Accounting records include, but are not limited to, records of all sums of money received and expended and the matters in respect of which the receipt or expenditure takes place, records of the assets and liabilities of the company, and records of goods purchased and sold (where applicable), together with the relevant invoices.

Under the Inland Revenue Authority of Singapore (IRAS) requirements, companies must retain their accounting records and supporting documents for a minimum of five years. This obligation is critical for corporate tax filing purposes, as IRAS may request these documents during a tax audit. For more information on record retention, see our guide on how long to keep accounting records.

Where Must Statutory Records Be Kept?

As a general rule, statutory registers and records must be kept at the company’s registered office in Singapore. However, the Companies Act does allow certain registers to be kept at another location in Singapore, provided the Registrar is notified of that location.

If your company’s registered office is a virtual office or a shared workspace, it is still your obligation to ensure that all statutory records are maintained and accessible at that address. For more on this topic, refer to our article on using your home address as a registered office.

It is worth noting that the company secretary often takes custody of the statutory records on behalf of the company, particularly where the company engages a professional corporate secretarial service provider.

Inspection Rights

Certain statutory records must be made available for inspection by shareholders and, in some cases, members of the public. Under Section 192 of the Companies Act, the register of members must be open for inspection by any member of the company free of charge, and by any other person upon payment of a prescribed fee.

Similarly, under Section 189, the minute books of general meetings must be open for inspection by any member without charge. Directors’ meeting minutes, however, are generally not required to be made available to shareholders unless the company’s constitution provides otherwise.

Refusing to allow inspection when required is an offence under the Companies Act and may result in a fine or a court order compelling the company to allow access.

Penalties for Non-Compliance

The consequences of failing to maintain proper statutory records can be severe. Under the Companies Act, a company and every officer in default may be liable to fines for each offence. Specific penalties include fines of up to S$5,000 for failing to maintain required registers or for failing to notify ACRA of changes within the prescribed time frame, fines of up to S$25,000 for non-compliance with the register of registrable controllers requirements (under the amended provisions), and potential prosecution and disqualification of directors in cases of persistent or serious non-compliance.

Additionally, failure to comply with compliance requirements may attract the attention of ACRA’s enforcement division, which can result in composition fines, summonses, and court appearances.

Practical Tips for Maintaining Statutory Records

Keeping your company’s statutory records in order need not be an onerous task. Here are some practical tips to help you stay compliant.

First, appoint a qualified corporate secretarial service provider to handle your statutory record-keeping. A professional company secretary will ensure that all registers are maintained, updated promptly, and filed with ACRA as required.

Second, establish a regular review cycle. At a minimum, your statutory records should be reviewed and updated whenever there is a change in directors, shareholders, registered office, or share capital. They should also be reviewed in preparation for the company’s annual general meeting and the filing of annual returns.

Third, keep digital copies of all statutory records in addition to physical copies. While the Companies Act does not mandate electronic record-keeping, maintaining digital backups provides an additional layer of security and makes records easier to retrieve when needed.

Fourth, ensure that your directors understand their fiduciary duties, which include the duty to ensure the company complies with all statutory requirements. Directors who fail to ensure proper record-keeping may face personal liability.

Conclusion

Maintaining proper statutory records is not merely a box-ticking exercise — it is a fundamental aspect of running a compliant and well-governed company in Singapore. From the register of members to accounting records and meeting minutes, each document serves an important purpose in ensuring transparency, accountability, and legal compliance.

If you are unsure whether your company’s statutory records are up to date, or if you need assistance with your ongoing compliance obligations, Raffles Corporate Services can help. Our experienced team provides comprehensive corporate secretarial services to ensure that your company remains fully compliant with the Companies Act and ACRA’s requirements.

— The Editorial Team, Raffles Corporate Services