When a Singapore company needs to go to court, whether to restore a struck-off entity, resolve a shareholder dispute, rectify the register of members, or wind up a company that has run its course, the business owner is often already working with a corporate service provider (CSP) for the day-to-day secretarial and compliance side of things. A natural question follows: can the corporate secretary just handle the court application too?

The honest answer is no, and understanding exactly where the CSP’s role ends and a law firm’s role begins saves clients time, money and avoidable friction. This article sets out, from a CSP’s side of the desk, what we can and cannot do on a company court application, where the handoff points sit, and how we structure the collaboration with instructing law firms in practice.

Why the roles are legally separate, not just a matter of preference

A corporate service provider licensed under the Corporate Service Providers Act 2024 is authorised to provide company incorporation, registered office, nominee and company secretarial services. It is not a law practice, and its staff are not admitted advocates and solicitors. That boundary is not a house rule; it is set by statute.

The Legal Profession Act 1966 restricts who may act for a party in court proceedings. Section 33 makes it an offence for an unauthorised person to act as an advocate or agent for a party to proceedings, to commence, carry on or defend an action in a Singapore court, or to draw or prepare any document or instrument relating to a court proceeding. The penalties are real: a fine of up to $25,000 or up to six months’ imprisonment for a first offence, rising on a second conviction, and doing so in connection with a Supreme Court matter can also amount to contempt of court in its own right. Section 34 carves out a narrow set of exemptions, including an officer of a company (a director or the company secretary) acting on the company’s own behalf in a matter to which it is a party, but that exemption is tightly scoped to what the Rules of Court permit and does not extend to appearing, pleading, or drafting affidavits and originating processes.

In practice, this means the CSP’s role is confined to the secretarial, administrative and evidentiary support around a court application, not the conduct of the litigation itself.

What we can do without instructing a lawyer

A good deal of the groundwork for a court application sits squarely within a CSP’s ordinary scope of work, and doing it well before a law firm is even engaged shortens the whole process considerably.

We can pull and organise the company’s constitutional and statutory history: the constitution, register of members, register of directors, historical BizFile extracts, minutes and resolutions going back to incorporation. For a restoration application, this history is often what tells the instructing lawyer whether the company was struck off for a missed annual return, an inactive registered office, or something more contentious that needs explaining to the court.

We can prepare the board and shareholder resolutions that authorise the company (through a named director or officer) to commence the proceedings in the first place, and later resolutions to give effect to whatever the court orders, whether that is appointing a person to accept service, ratifying a settlement, or authorising a particular lodgement. Preparing a resolution is corporate secretarial work; using it to found or defend a proceeding is not something we do ourselves.

We can compile the supporting exhibits for an affidavit once the law firm tells us what is needed: certified true copies of company records, share certificates, correspondence with ACRA, and financial records held in our files. We do not draft the affidavit itself or decide what it should say about the merits; that is the deponent’s evidence, settled by the lawyer.

And once an order is made, we handle the ACRA lodgement that gives it effect: filing the notice of court order for a restoration under the relevant provisions of the Companies Act 1967, updating the register of members following a section 194 rectification order, or lodging the requisite notices where a winding up order has been made and a liquidator appointed. This is often the step clients forget: a court order does not update ACRA’s records by itself, someone still has to lodge it, and that someone is usually us.

What only a law firm can do

Everything that touches the actual conduct of the proceeding sits with the instructing law firm. That includes advising on the merits and prospects of the application, deciding which provision of the Companies Act 1967 or the Insolvency, Restructuring and Dissolution Act 2018 the case should be brought under, drafting the originating summons or statement of claim and the supporting affidavit, filing documents with the Registry, and appearing before the court.

This is not a narrow technical point. A section 216 oppression claim, for example, turns on how the facts are pleaded and what relief is sought, and getting the pleading wrong can be fatal to the application. Similarly, an application to validate an issue of shares made without proper shareholder approval, under the Companies Act 1967’s provisions permitting the court to relieve against an otherwise void allotment, requires legal argument about why the court should exercise its discretion in the company’s favour. These are judgement calls a CSP is neither trained nor licensed to make, and section 33 of the Legal Profession Act exists precisely to stop unqualified persons from making them for reward.

If a client asks us directly whether their situation justifies court proceedings, or what their chances are, the correct answer is that this needs legal advice on the process from a law firm we can refer them to, not a view from us.

Where the handoff actually happens

In most of our engagements, the sequence looks like this. A client comes to us first, because we already hold their statutory records and they trust us with the practical side of running the company. We identify that the issue (a struck-off company that needs to be revived for a pending claim, a deadlocked board, an error on the register, a company that can no longer pay its debts) is one that needs a court application, not a filing we can make ourselves.

We then refer the client to an instructing law firm, usually one we have worked with before so the file transfer is efficient, and brief that firm on the company’s history. The law firm takes the client’s formal instructions, advises on the merits, and drafts the court documents. We prepare the exhibits and resolutions the law firm asks for, on their timeline. Once the court has ruled, the law firm serves and extracts the order, and we take that order and lodge whatever ACRA requires to reflect it: reinstating the company on the register, correcting the register of members, or recording the outcome of a winding up.

Fees are kept separate throughout. The law firm bills for legal work and court appearances; we bill for secretarial and lodgement work. Clients sometimes assume a single combined quote is possible, but because the two functions are legally distinct, so are the invoices.

How this fits with SSS’s other court application guides

This piece sits above the individual deep-dives we have published on specific types of company court application. If you want the substantive detail on a particular application, see our guides on restoring a deregistered company, minority shareholder oppression under section 216, rectifying the register of members under section 194, validating an improper share allotment, and winding up a company by court order under the Insolvency, Restructuring and Dissolution Act 2018. What this article adds is the practical map of who does what along the way, so that when one of those situations arises, you know from the outset which parts of the process your corporate secretary can move on immediately and which parts need a lawyer instructed from day one.

If your company is heading towards any of these situations, the earlier you loop in both your corporate secretary and an instructing law firm, the smoother the process tends to be. Records that are already organised and resolutions that are already in the right form save real time once a law firm is drafting against a court timetable, and a lodgement with ACRA that is ready to go the moment an order is extracted means the court’s decision takes effect on the public register without unnecessary delay.

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