When a Singapore company ends up in front of the High Court, whether to restore a struck-off entity, rectify the register of members, validate an improperly issued share, or answer a minority shareholder’s oppression petition, someone still has to assemble the paperwork behind the paperwork. Long before a supporting affidavit is affirmed and filed, a corporate secretary has usually already pulled the register extract, drafted the resolution, or located the minute that the affidavit will exhibit.

That preparatory work is real, it is valuable, and it is entirely lawful for a corporate service provider (CSP) to do. But it sits right next to a line that a CSP must never cross: settling the affidavit itself, drafting the originating process, or appearing before the court. This article looks specifically at the exhibit-preparation stage of a company court application, from a CSP’s side of the desk, and sets out what can be handed to instructing counsel, what cannot, and how the two roles fit together in a working file.

The affidavit as the battleground document

In most company court applications under the Companies Act 1967, the facts are not argued through witnesses in the box; they are argued through affidavits. A restoration application under section 344D, a rectification application under section 194, a validation application under section 72, or an oppression petition under section 216 will each be supported by one or more affidavits affirmed by a director, and exhibited to those affidavits will be the documentary record: the register of members, board resolutions, shareholder resolutions, meeting minutes, and the company’s ACRA BizFile extract.

Preparing that record, checking it against the company’s statutory registers, and organising it into a coherent exhibit bundle is corporate secretarial work in substance. Drafting the affidavit that introduces and explains those exhibits, however, is the practice of law. The Legal Profession Act 1966 draws this boundary in section 33, which makes it an offence for an unauthorised person to draft any document relating to a court proceeding, to act as agent for a party, or to commence or carry on an action, and section 34’s exemptions do not extend to a corporate secretary acting for a client company. A CSP that steps past exhibit preparation into drafting the affidavit’s narrative, or advising on what the court is likely to order, has crossed that line.

What a corporate secretary can lawfully prepare

Register extracts and the ACRA BizFile record

A CSP maintaining the statutory registers under the Companies Act can produce a certified extract of the register of members, register of directors, or register of registrable controllers, and can pull the company’s current BizFile+ business profile from ACRA. These extracts are usually the first exhibit in almost any company court application, because they establish the company’s constitution and shareholding as at the relevant date.

Board and shareholder resolutions

Where the application itself needs to be authorised, for example a board resolution approving the company’s application to court, or a special resolution supporting a capital reduction or scheme of arrangement, a CSP can prepare the resolution in proper form, arrange for it to be passed, and certify a true copy for the file. What the CSP should not do is decide, as a matter of legal strategy, what the resolution should say in order to strengthen the company’s position in litigation; that framing question belongs with instructing counsel.

Minutes, constitutional documents, and historical records

CSPs that have serviced a company for several years typically hold the deepest institutional memory of its minute books, past constitutions, and share allotment history. Locating the minute that recorded a disputed allotment, or the constitution in force at the time a disputed transfer was registered, is often the single most useful thing a CSP contributes to a case, particularly in a section 72 validation of improperly issued shares application where the paper trail is everything.

Where the line falls: the affidavit itself and the originating process

Once the exhibits are assembled, the affidavit that explains them, and the originating application (or originating summons, depending on the application) that commences the proceeding, must be drafted by the instructing law firm. This is not a matter of house style; it reflects the reality that an affidavit is a sworn statement of fact tailored to legal argument, and an originating process is a court document with formal requirements under the Rules of Court. A CSP that drafts either, even with the best intentions, exposes both itself and the client to the risk that the application is challenged on procedural grounds, quite apart from the personal liability the Legal Profession Act 1966 attaches to unauthorised practice.

Clients who are tempted to save legal fees by having the CSP “just draft something the lawyer can tidy up” should understand that this usually creates more work, not less, because counsel then has to unpick assumptions baked into a document that was never meant to carry legal argument. Business owners who are unsure whether their situation needs legal advice on this at all, rather than a purely administrative fix, are better served asking that question at the outset than after a defective application has been filed.

The handoff in practice, application by application

Restoration of a struck-off company (section 344D)

The CSP typically supplies the last set of annual returns, the historical register extracts showing the company’s standing before striking off, and evidence of continuing assets or liabilities that justify restoration. Counsel drafts the supporting affidavit and the originating summons, and files it within the statutory time limit. Our own step-by-step guide to restoring a deregistered company sets out the full timeline.

Rectification of the register of members (section 194)

The CSP prepares the current and historical register extracts and any share transfer instruments on file, so counsel can show the court exactly where the register diverges from what it should say. Our section 194 rectification guide covers the grounds and procedure in more detail.

Oppression petitions (section 216)

Section 216 cases are usually the most document-heavy, because the petition typically spans years of board and shareholder conduct. A CSP can compile the minute book, resolutions, and register history that counsel needs to plead the pattern of conduct, but forming the view on whether that conduct is legally “oppressive” or “unfairly prejudicial” is squarely a legal judgement. See our guide to section 216 oppression for the grounds and remedies the court can grant.

Capital reduction and schemes of arrangement

Both of these routes usually start with board and shareholder resolutions the CSP prepares and lodges, followed by a court application that only counsel can draft, and in the case of a scheme, a creditor or member meeting that the court directs. Our guides to capital reduction applications and schemes of arrangement set out where each process moves from CSP paperwork to court process.

After the order: the CSP’s role does not end at judgment

Once the court makes its order, whether restoring the company, rectifying the register, validating a share issue, or approving a scheme, the CSP’s role resumes. Lodging the sealed court order with ACRA, updating the statutory registers to reflect it, and filing any consequential annual return or notification is corporate secretarial work again. Clients sometimes assume the case is “finished” the moment judgment is given; in practice, an order that is never lodged with ACRA can leave the public register out of step with reality, which creates fresh problems down the line.

How we structure the collaboration with instructing law firms

At Singapore Secretary Services, our practice on a company court matter is to agree the division of labour with instructing counsel at the outset rather than improvising it as the file develops. We prepare and certify the documentary record, respond promptly to counsel’s requests for specific exhibits, and hold off on any drafting that touches legal argument, referring the client to the law firm for that. Where a client comes to us first, unsure whether their situation is a corporate secretarial fix or a matter that needs looking for a lawyer, we would rather make that referral early than let a client attempt a court application without one.

This is not a comfortable answer for a client hoping to avoid legal fees altogether, but it is the honest one, and it tends to produce a cleaner, faster application when both sides know exactly where their role begins and ends.

Conclusion

A corporate secretary can do a great deal of the groundwork on a company court application: certified register extracts, board and shareholder resolutions, minute book research, and the post-order ACRA lodgement. What a CSP cannot do is draft the affidavit, the originating process, or appear before the court, all of which remain reserved to instructed counsel under the Legal Profession Act 1966. Knowing which side of that line a task falls on, and building the collaboration around it from day one, is what keeps a court application on schedule and on budget.

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