Services
Corporate secretarial and compliance services
Yes in Singapore, Malaysia and Hong Kong, and generally no in the UAE. A Singapore company must appoint a Singapore-resident secretary within 6 months of incorporation and a Malaysian company within 30 days, while a Hong Kong company names its secretary at incorporation. A mainland UAE LLC needs no secretary but must renew its trade licence and file beneficial owner data. VIVOS handles the filings in all four markets.
Once a company exists, someone has to keep it in good standing. We act as named company secretary and maintain the statutory record so a due diligence exercise, bank review or sale process doesn’t turn into an archaeology project.
| Market | Company secretary required? | Who can act | Deadline to appoint | Annual return or filing deadline |
|---|---|---|---|---|
| Singapore | Yes, every company. | A natural person whose principal or only place of residence is in Singapore, and not the sole director. Directors must be satisfied the secretary has the knowledge and experience for the role; a public company’s secretary must also hold a prescribed qualification (for example lawyer, public accountant, ISCA or CSIS member) or have been a company secretary for 3 of the last 5 years. | Within 6 months of incorporation. | Annual return within 7 months after the financial year end (5 months for listed companies). |
| Malaysia | Yes, at least one. | A natural person aged 18 or over who is a Malaysian citizen or permanent resident, licensed by SSM or a member of a prescribed body (such as MAICSA, MIA or MACS), and holding an SSM practising certificate. | Within 30 days of incorporation. | Annual return within 30 days of each incorporation anniversary (none in the year of incorporation). |
| Hong Kong | Yes, every company. | An individual who ordinarily resides in Hong Kong, or a body corporate with its registered office or a place of business in Hong Kong. A sole director cannot also be the secretary. | At incorporation: the first secretary is named on Form NNC1. Later appointments and cessations go on Form ND2A within 15 days. | Annual return (Form NAR1) within 42 days after each incorporation anniversary, for a private company. |
| UAE | No for a mainland LLC and many free zone private companies. Rules differ for public joint stock companies and in some free zones. | Not applicable for a mainland LLC. Where a free zone requires a secretary, its own regulations set who can act. | Not applicable. | No annual return. Renew the trade licence before it expires; file the beneficial owner and shareholder registers with the registrar within 60 days of licensing and report changes within 15 days; file the corporate tax return within 9 months of the tax period end. |
| Annual return filing | Singapore: within 7 months after the financial year end. Malaysia: within 30 days of the incorporation anniversary. Hong Kong: within 42 days after the incorporation anniversary. UAE: no annual return; trade licence renewed each year |
| Named company secretary | Mandatory in Singapore, Malaysia and Hong Kong; not a statutory requirement in most UAE structures |
| Statutory registers maintained | Members, directors and secretaries, charges, beneficial ownership (Singapore RORC, Malaysian beneficial owner register, Hong Kong Significant Controllers Register, UAE beneficial owner register) and Singapore’s nominee director and nominee shareholder registers |
| Typical engagement | Ongoing annual retainer alongside incorporation or a takeover of an existing company’s secretarial function |
What’s included
- Named company secretary and statutory compliance officer duties
- Minutes, resolutions and statutory register maintenance
- Annual returns, and annual general meetings or the written resolutions that replace them where the law allows
- Changes to directors, shareholders, share capital and constitution
- Company secretarial takeovers from another provider, including due diligence on the existing record
Company secretarial compliance in Singapore, Malaysia, Hong Kong and the UAE at a glance (2026)
Singapore, Malaysia and Hong Kong each require a company secretary, a yearly annual return and a beneficial ownership register, but their deadlines run on different clocks. A UAE mainland company needs neither a company secretary nor an annual return; it renews its trade licence each year and keeps a beneficial owner register.
| Item | Singapore | Malaysia | Hong Kong | UAE mainland |
|---|---|---|---|---|
| Company secretary | Within 6 months of incorporation | Within 30 days of incorporation | From incorporation | Not required for an LLC |
| Who may act | A resident individual; not the sole director | A resident citizen or permanent resident, SSM-licensed or a prescribed-body member, with an SSM practising certificate | A Hong Kong-resident individual, or a body corporate with a Hong Kong office; not the sole director | Not applicable |
| AGM (private company) | Within 6 months of year end, unless exempt or dispensed with | Not required | Within 9 months after the accounting reference period, unless dispensed with | General assembly within 4 months of year end |
| Annual return | 7 months after year end; S$60 | 30 days after the incorporation anniversary; RM150 | 42 days after the incorporation anniversary; HK$105 | None; trade licence renewed yearly |
| Late annual return | S$300, or S$600 after 3 months | Extra RM50–RM200 | HK$870–HK$3,480 | Late-renewal fines set by the licensing authority |
| Accounts filed with registry | Yes, with the annual return, in XBRL, unless exempt | Yes, within 30 days of circulation | No (private company) | Approved by the general assembly |
| Ownership register threshold | More than 25%, plus nominee registers | 20% or more | More than 25% | 25% or more |
| Officer changes reported | Within 14 days | Within 14 days | Within 15 days | Partner and beneficial owner registers within 15 days |
UAE free zones set their own company rules on top of the federal beneficial owner and tax rules.
Singapore company secretary, AGM and annual return rules in 2026
Under the Companies Act 1967, as at October 2026, a Singapore company must appoint a resident company secretary within 6 months of incorporation, hold its AGM within 6 months of the year end unless exempt, and file its annual return within 7 months of the year end.
| Rule | Requirement |
|---|---|
| Secretary | Within 6 months of incorporation; the post cannot stay vacant for more than 6 months, or directors face a fine of up to S$1,000 |
| Who may act | An individual who is a citizen, permanent resident or meets the local residency rules, and is not the sole director |
| Qualifications | None prescribed for a private company, but directors must choose someone with the requisite knowledge and experience; a public company’s secretary needs a section 171(1AA) qualification |
| AGM | Within 6 months after year end (4 months if listed) |
| No AGM needed | Accounts sent to all members within 5 months; a dormant, unlisted company with total assets of S$500,000 or less; or all members resolve to dispense with AGMs |
| Annual return | Within 7 months after year end (5 months if listed), even if dormant; fee S$60 |
| Financial statements | Filed with the annual return in full XBRL, or simplified XBRL if revenue and total assets are each S$500,000 or less; solvent exempt private companies need not file |
| Extension of time | S$200 per application, ideally at least 14 working days before the deadline; not available online once it has passed |
| Late annual return | S$300 up to 3 months late, then S$600; up to S$10,000 per charge on conviction |
| AGM not held | Composition from S$500 per breach; up to S$5,000 per charge on conviction |
| Disqualification | 5 years for a director convicted of 3 or more filing offences within 5 years |
| Directors’ duties | Maximum fine raised from S$5,000 to S$20,000, with up to 12 months’ imprisonment, from 6 May 2026 |
The annual return must state whether the company held its AGM, was exempt or dispensed with it.
Which registers must a Singapore company keep, and when are changes lodged?
Members, directors, secretaries and auditors are recorded in ACRA’s electronic registers, which the company updates through Bizfile within 14 days. The company itself keeps registers of registrable controllers, nominee directors and nominee shareholders, and since 16 June 2025 new companies file them with ACRA on incorporation.
| Register or change | Kept or filed with | Deadline |
|---|---|---|
| Members (private company) | ACRA’s Electronic Register of Members (EROM) | Within 14 days; an allotment takes effect when the EROM is updated |
| Directors, secretaries, CEOs and auditors | ACRA, through Bizfile | Within 14 days |
| Registered office, activity, name or constitution | ACRA, through Bizfile | Within 14 days |
| Registrable controllers (RORC) | Registered office or corporate service provider; Central RORC | Updated within 7 days, filed within 2 business days; yearly notice to each controller |
| Nominee directors and shareholders (ROND, RONS) | Registered office or corporate service provider; Central ROND and RONS | Nominee informs the company within 30 days; updated within 7 days, filed within 2 business days |
| Charges | ACRA | Within 30 days of creation (37 days if created outside Singapore) |
A late change costs S$50 within 3 months of the deadline and S$200 after that. Late RORC, ROND or RONS filings risk fines of up to S$25,000, and nominee status now appears in the company’s business profile.
Singapore company secretarial checklist, from incorporation to annual return
The Singapore cycle starts on incorporation day and then runs from the financial year end: accounts to members by month 5, AGM by month 6 and annual return by month 7.
- On incorporation: set up the RORC, ROND and RONS and file them with ACRA the same day.
- Within 3 months: appoint an auditor, unless the company is audit-exempt.
- Within 6 months: appoint a resident company secretary who is not the sole director.
- Within 14 days of a change in officers, office, activity, constitution or shares: lodge it through Bizfile.
- Within 7 days of a controller or nominee change: update the register, then file it with ACRA within 2 business days.
- At least once a year: send each registrable controller a notice to confirm their details.
- Within 3 months of year end: file estimated chargeable income (ECI) with IRAS, unless exempt.
- Within 5 months: send the financial statements to all members.
- Within 6 months: hold the AGM, unless exempt or dispensed with.
- Within 7 months: file the annual return with the financial statements in XBRL.
- By 30 November: file Form C-S, C-S (Lite) or C with IRAS.
Beneficial ownership registers compared: thresholds, deadlines and penalties
All four markets require a register of the individuals who own or control a company. The threshold is 20% or more in Malaysia, 25% or more in the UAE and more than 25% in Singapore and Hong Kong, and changes must be recorded within 7 to 15 days.
| Market | Register | Deadlines | Penalty |
|---|---|---|---|
| Singapore | Registrable controllers, plus nominee directors and shareholders | Private register within 7 days; ACRA within 2 business days | Fines up to S$25,000 |
| Malaysia | Beneficial owners | Recorded within 14 days of notice; lodged with SSM within 14 days and with each annual return | Up to RM20,000, plus up to RM500 a day |
| Hong Kong | Significant controllers, kept in Hong Kong, with a designated representative | Entries within 7 days | HK$25,000, plus HK$700 a day |
| UAE | Beneficial owners and partners | Filed within 60 days of licensing; changes within 15 days | AED 5,000–AED 100,000 per violation |
Where no one passes the threshold, Singapore records directors with executive control and the CEO, and the UAE records whoever controls by other means, then the senior manager. Tracking holders from 20% upwards gives one ownership chart for all four markets.
Annual compliance calendar for a 31 December year-end company
For a 31 December year end, fixed dates run from 31 March to 30 November of the following year; Malaysian and Hong Kong annual returns follow each company’s incorporation anniversary instead.
| By | Singapore | Malaysia | Hong Kong | UAE (mainland LLC) |
|---|---|---|---|---|
| 31 March | ECI to IRAS, unless exempt | None | None | Manager prepares the accounts |
| 30 April | None | None | None | General assembly approves the accounts and appoints the auditor |
| 31 May | Accounts to members (AGM exemption) | None | None | None |
| 30 June | AGM, unless exempt | Accounts circulated to members | None | None |
| 31 July | Annual return with accounts | Form e-C; accounts lodged within 30 days of circulation | None | None |
| Mid-August | None | None | Profits tax return under the block extension (17 August in 2026) | None |
| 30 September | None | None | AGM, unless dispensed with | Corporate tax return and payment |
| 30 November | Form C-S, C-S (Lite) or C | None | None | None |
| Anniversary | None | Annual return within 30 days | Annual return within 42 days; Business Registration renewal | Trade licence renewal |
A Hong Kong profits tax return filed without a tax representative is due 1 month after issue (issued 1 April in 2026); block extension dates are set each year.
Worked example: Singapore and Hong Kong deadlines for a 31 December 2025 year end
With the same 31 December 2025 year end, a Singapore company’s annual return was due on 31 July 2026, but a Hong Kong company incorporated on 10 March 2020 had to file by 21 April 2026, because Hong Kong counts from the incorporation anniversary.
- Singapore: accounts sent to all members by 31 May 2026 remove the need for an AGM unless a member asks for one; otherwise the AGM is due by 30 June 2026.
- Singapore: annual return with XBRL accounts due by 31 July 2026; fee S$60.
- Singapore: filed on 15 September 2026, within 3 months of the deadline: S$60 + S$300 = S$360. Filed on 10 November 2026, more than 3 months late: S$60 + S$600 = S$660.
- Singapore: ECI due by 31 March 2026 unless exempt; Form C-S, C-S (Lite) or C by 30 November 2026.
- Hong Kong: return date 10 March 2026, the incorporation anniversary; 10 March + 42 days = 21 April 2026 to file NAR1 for HK$105.
- Hong Kong: filed on 1 June 2026, after the 42 days but within 3 months of the return date: HK$870, which is HK$765 more than on time.
- Hong Kong: profits tax return due by 31 August 2026 on paper or 2 October 2026 if e-filed, under the D-code block extension as extended by the IRD on 14 July 2026, if filed by a tax representative.
- Hong Kong: AGM due by 30 September 2026, unless replaced by written resolution or dispensed with.
Assumptions: private, unlisted, active companies; no extension of time; government fees only.
How to organise company secretarial compliance across several markets
Meet each market’s own secretary test and filing clock first, then align year ends and ownership records so one calendar and one ownership chart cover the group.
- Secretary: Singapore needs a resident individual who is not the sole director; Malaysia an SSM-licensed or prescribed-body secretary with a practising certificate; Hong Kong a resident individual or a corporate secretary with a Hong Kong office, and again not the sole director.
- Provider: corporate service providers must be registered with ACRA in Singapore and hold a TCSP licence in Hong Kong.
- Year ends: a common year end aligns accounts, AGMs and tax returns, but Malaysian and Hong Kong annual returns still follow each incorporation date.
- Meetings: use Singapore’s 5-month accounts exemption, Hong Kong written resolutions and Malaysia’s no-AGM rule for private companies; UAE mainland LLCs still need a general assembly.
- Changes: map each change to every record it touches, such as Singapore’s EROM, RORC and nominee registers, or the UAE licence, beneficial owner register and FTA record.
Common company secretarial mistakes across the four markets
Most defaults come from applying one market’s clock to another, or from updating one register but not the others.
- Counting Malaysian or Hong Kong annual returns from the year end: both run from the incorporation anniversary.
- Relying on the Singapore AGM exemption without sending the accounts to every member within 5 months.
- Naming the sole director as secretary in Singapore or Hong Kong: neither allows it.
- Leaving a Singapore secretary vacancy open for more than 6 months: directors face a fine of up to S$1,000.
- Updating the RORC without filing it with ACRA within 2 business days.
- Changing a UAE shareholder on the licence only: the beneficial owner register must follow within 15 days and the FTA within 20 business days.
Company secretarial terms explained
These terms appear in registry filings across the four markets.
- Annual return: the yearly filing that confirms a company’s details with ACRA, SSM or the Companies Registry.
- EROM: ACRA’s Electronic Register of Members, the legal record of a Singapore private company’s shareholders.
- Registrable controller: in Singapore, a person with more than 25% of the shares or votes, or significant control.
- ROND and RONS: a Singapore company’s registers of nominee directors and nominee shareholders.
- XBRL: the digital format in which Singapore companies that must file financial statements send them to ACRA.
- Exempt private company: a Singapore private company with no more than 20 members and no corporate beneficial interest holders; if solvent, it need not file accounts.
- Dormant relevant company: a dormant, unlisted Singapore company with total assets of S$500,000 or less, which need not prepare accounts.
- Composition: a sum ACRA accepts to settle an offence without prosecution.
Frequently asked questions
Is a company secretary a legal requirement?
In Singapore, Malaysia and Hong Kong, yes. Singapore requires a resident individual within 6 months of incorporation; Malaysia a licensed or professionally qualified secretary within 30 days; Hong Kong a Hong Kong-resident individual or a corporate secretary with a Hong Kong office from incorporation. In Singapore and Hong Kong the sole director cannot also be the secretary. The UAE generally does not impose this requirement, though good governance practice still recommends it for structured entities.
What happens if I switch company secretary providers?
We run a structured handover: request the statutory registers and filing history from the outgoing provider, audit them for gaps, and correct anything missing before taking over ongoing compliance.
What’s the penalty for late annual return filing?
Penalties vary by jurisdiction and escalate with delay — in Singapore, ACRA charges S$300 for an annual return filed up to 3 months late and S$600 after that, and a director convicted of 3 or more filing offences within 5 years is disqualified for 5 years. We track deadlines so this doesn’t happen.
Who can be a company secretary of a Singapore company?
An individual who is a Singapore citizen, permanent resident or otherwise meets the local residency rules, and who is not the sole director. A private company’s secretary needs no prescribed qualification, but the directors must choose someone with the requisite knowledge and experience. The appointment is due within 6 months of incorporation.
Does a Singapore private company have to hold an AGM?
Not if it sends its financial statements to all members within 5 months of the year end, or if all members resolve to dispense with AGMs. A dormant, unlisted company with total assets of S$500,000 or less is also exempt. Otherwise the AGM is due within 6 months of the year end.
When is a Singapore company’s annual return due and what does it cost?
Within 7 months after the financial year end for an unlisted company, or 5 months if listed, even if the company is dormant. The ACRA fee is S$60. Filing up to 3 months late adds a S$300 penalty, and filing later adds S$600.
What is a registrable controller and how fast must changes be recorded?
Anyone with more than 25% of a Singapore company’s shares or votes, or significant control over it. The company updates its register within 7 days of a change and files it with ACRA within 2 business days. It must also send each controller a confirmation notice at least once a year; fines reach S$25,000.
Does a UAE company file an annual return?
Not as Singapore, Malaysian and Hong Kong companies do. A UAE company renews its trade licence each year, records beneficial owner and partner changes within 15 days and files its corporate tax return within 9 months of the year end. A mainland LLC also holds a general assembly within 4 months of the year end.
What changed in Singapore company compliance in 2025 and 2026?
The Corporate Service Providers Act 2024 took effect on 9 June 2025, and providers acting as company secretary or arranging nominee directors had to register with ACRA by 9 December 2025. From 16 June 2025, new companies file controller and nominee registers with ACRA on incorporation; existing companies had until 31 December 2025. From 6 May 2026, the maximum fine for breaching directors’ duties rose from S$5,000 to S$20,000.
Can a director be disqualified for missing filings in Singapore?
Yes. A director convicted of 3 or more filing offences within 5 years is disqualified for 5 years and cannot act as a director of, or manage, any company. Being a director of 3 or more companies struck off by ACRA within 5 years can also lead to disqualification.
Does a dormant company still need to file anything?
In Singapore, yes: it files an annual return every year, although a dormant, unlisted company with total assets of S$500,000 or less need not prepare financial statements. In Hong Kong, a private company that has declared itself dormant files no annual return while dormant, but must still report changes to its office, directors and secretary.
Sources
Figures on this page were checked against these official sources on 7 October 2026. Rates, fees and deadlines change, so confirm the current position with the authority before acting.
- ACRA, Deadline & requirements for annual returns
- ACRA, Penalties & enforcement action: Late annual return filing
- ACRA, Due dates & requirements for annual general meetings (AGMs)
- ACRA, Step 4.3: Choosing company directors & other key officers
- ACRA, Company registers: Requirements & deadlines
- ACRA, Financial statements: Filing requirements & exemptions
- ACRA, Service & transaction fees: Companies
- ACRA, Filing with the Central ROND & RONS
- ACRA, Commencement of Key Changes under the Corporate and Accounting Laws (Amendment) Act 2025
- Companies Commission of Malaysia (SSM), Guideline for the reporting framework for beneficial ownership of legal persons (revised 2025)
- Companies Registry (Hong Kong), Annual Return – Local Private Company
- UAE Legislation, Cabinet Resolution No. 109 of 2023 Regulating the Real Beneficiary Procedures
