What Are a Director’s Duties in Singapore? ACRA’s List, the 2026 Penalties, and What Your Secretary Handles

Many small-company directors think of the role as a title on the ACRA record. Some agreed to be a director to help a friend or family member. Others leave the paperwork to a secretary and assume that covers it. The law doesn’t see it that way. This guide sets out, from ACRA’s own pages, what every director is personally responsible for, what a company secretary does, and what changed in 2026.

Your name on the ACRA record means personal responsibility

A director in Singapore must be at least 18, and at least one director must be ordinarily resident in Singapore.^[1] (Our guide to a Singapore company’s minimum requirements covers the rest.) Once you’re appointed, three points from ACRA matter most:

• Being inactive is no defence. ACRA says all directors are responsible under the legislation, “whether active or not”.^[1]
• The core duty is in section 157 of the Companies Act. A director must act in the company’s best interests and with reasonable diligence. Breaching these duties is the offence that now carries the higher fine.^[5][6]
• Outside help doesn’t move the responsibility. On financial statements, ACRA says directors “remain legally responsible for financial statements, even when using external help.”^[3]

The five duties ACRA lists for every director

ACRA’s page on directors’ duties lists five ongoing obligations.^[2] In plain terms:

1. Keep proper accounting records. The company’s transactions must be recorded so that its accounts can be prepared and checked.
2. Prepare financial statements, unless the company is exempt. They must give a “true and fair view” of the company’s performance and position, under section 201 of the Companies Act.^[3]
3. Hold annual general meetings (AGMs), unless the company is exempt or has dispensed with them. See whether your company still needs an AGM.
4. File annual returns with ACRA on time. (Our ACRA filing deadlines guide lists the dates.)
5. Maintain company information and registers, so that what ACRA holds about the company, its officers and its shareholders stays accurate.

ACRA says that not meeting these obligations may lead to penalties or enforcement action.^[2]

Director or company secretary: who does what?

ACRA describes the secretary’s role in one line: “Company secretaries help the company to comply with its requirements.”^[1] The duties themselves sit with the directors. In practice the work divides like this:

The point to remember: you can delegate the work, but not the responsibility. A good secretary makes it much easier to meet your duties. They are not a substitute for them. (If your secretary has left or stopped replying, see what to do this week.)

What happens if the duties aren’t met

• Breach of directors’ duties (s157): ACRA announced in April 2026 that the maximum fine has increased from $5,000 to $20,000. For serious offences, directors may face both the fine and imprisonment of up to 12 months.^[5]
• Late annual returns: a late lodgement penalty of $300 if filed up to three months late, or $600 if later. If the matter goes to court, the fine can be up to $10,000 per charge.^[4]
• Disqualification: ACRA disqualifies directors convicted of three or more filing offences within five years, for five years.^[4]
• Striking off: ACRA can strike off a company it has reason to believe is not carrying on business, and failing to file annual returns is a common reason.^[4]

Already behind? Our step-by-step guide to catching up overdue filings explains where to start.

What changed for directors in 2026

• Heavier penalties. The maximum fine for breaching directors’ duties under section 157 increased to $20,000, as above.^[5][6]
• A new consent form for new directors, from 6 May 2026. The amended Form 45 has a proposed director confirm that they are aware of their statutory duties, undertake to use the company only for legitimate business purposes, and state that they have not been convicted of money laundering offences. Companies keep the signed form as part of their statutory records.^[7]
• Free training. ACRA’s Directors Training Programme is free, online and self-paced, and takes about two hours across eight modules.^[9] ACRA and the Singapore Institute of Directors have also announced Company Director Fundamentals, with six free modules (CDF 101) and four paid ones (CDF 201), opening for registration in October 2026.^[10]

Frequently asked questions

Am I responsible if I’m a director in name only?

Yes. ACRA says all directors are responsible under the legislation, “whether active or not”. Being a director who doesn’t take part in running the company doesn’t remove your duties.^[1]

Can my company secretary carry out my duties for me?

No. ACRA describes company secretaries as helping the company comply with its requirements. A secretary can prepare documents and file them, but the duties, and responsibility for the financial statements, stay with the directors.^[1][3]

What is the penalty for breaching directors’ duties in Singapore?

ACRA announced in April 2026 that the maximum fine for breaching directors’ duties under section 157 of the Companies Act has increased from $5,000 to $20,000, with up to 12 months’ imprisonment for serious offences.^[5]

Do directors of a dormant company still have duties?

Yes. The duties ACRA lists, including filing annual returns, apply to the company’s directors whether or not the company is trading, unless a specific exemption applies.^[2]

Is there free training for directors?

Yes. ACRA’s Directors Training Programme is free, online and takes about two hours.^[9] ACRA and the Singapore Institute of Directors are also launching Company Director Fundamentals, whose first six modules are free.^[10]

Company secretary takeover: S$200, including your first year of secretarial service. New company: S$395 all-in incorporation, including ACRA’s fees and your first year’s secretary. AGM and annual return: S$192, including ACRA’s filing fee. Need the accounts too? See our year-end financial statements service.