An ACRA court summons means the Accounting and Corporate Regulatory Authority has decided to prosecute a company, its officers, or both, for a Companies Act offence in the State Courts. The usual triggers are an unpaid composition offer, repeated filing defaults, or a case ACRA chooses not to compound. The summons states the court, date and time. A director charged personally must attend, or a warrant of arrest will be issued. A charged company attends through a director or a representative with a Letter of Authorisation. In court you can plead guilty, claim trial, ask for an adjournment, or accept composition if ACRA offers it. Convictions can lead to fines, and three filing convictions within five years disqualify a director for five years.
This guide gives the complete picture and links to a detailed article on each stage. It is written for directors, company secretaries, foreign owners and founders of Singapore companies.
The ACRA court series at a glance
How does a filing default end up in court?
ACRA’s guidance on late annual return enforcement and penalties for not holding an AGM describes an escalation path:
- The deadline passes. For example, the annual return due under section 197 of the Companies Act 1967.
- Late lodgment penalty. If the company files late, a penalty is charged automatically: $300 if up to three months late, $600 if more than three months late.
- Composition offer. For prescribed offences, ACRA may offer to compound instead of prosecuting.
- Summons. ACRA may issue a summons where composition is not paid, where there are multiple or repeated late filings, or where it decides not to offer composition.
- Court. The case is heard in the State Courts. ACRA prosecutes with the Public Prosecutor’s authorisation under section 409 of the Companies Act.
For background on the offences themselves, see our guides on common ACRA offences and what ACRA actually prosecutes.
Which offences lead to a court appearance?
Any Companies Act offence can be prosecuted. These are the ones companies and directors most often face, with current maximum penalties after the Corporate and Accounting Laws (Amendment) Act 2025 took effect on 6 May 2026:
| Offence | Section | Who is liable | Maximum penalty |
|---|---|---|---|
| No AGM held | s 175 | Company and every officer in default | $5,000 plus default penalty |
| No annual return filed | s 197 | Company and every officer in default | $10,000 plus default penalty |
| Change of officers not notified | s 173A, s 173H | Company and every officer in default | $5,000 plus default penalty |
| Registered office breaches | s 142 | Company and every officer in default | $5,000 plus default penalty |
| Accounting records not kept | s 199 | Company and every officer in default | $10,000 or 12 months, plus default penalty |
| Financial statement failures | s 201, s 204 | Each director | $10,000 or 2 years for failing to take reasonable steps; higher for non-compliant accounts or fraud |
| Register of registrable controllers | ss 386AF, 386AN | Company and every officer in default | $25,000 |
| False or misleading statements | s 401 | The person | $50,000 or 2 years, or both |
| Breach of directors’ duties | s 157 | Officer | $20,000 or 12 months, or both |
| Acting while disqualified | ss 154, 155 | The person | $10,000 or 2 years, or both |
A default penalty is a further fine for each day the default continues after conviction, $200 a day unless the section says otherwise (s 408). Actual fines for first filing offences are typically far below the maximums. ACRA’s 2026 prosecution highlights include nominee directors fined $1,300 per charge for AGM and annual return offences in State Court 7A, with further charges taken into consideration.
Who has to attend?
Each accused receives its own summons. Read the name on each one.
- A director charged personally must attend. ACRA states a warrant of arrest will be issued if a director fails to attend. In some cases the court can dispense with personal attendance and allow a lawyer to appear under section 154 of the Criminal Procedure Code 2010.
- A charged company appears through a representative under section 117 of the Criminal Procedure Code. This can be a director, the company secretary or another person appointed by a Letter of Authorisation signed by a director, manager or secretary. If nobody appears, the court may proceed in the company’s absence.
- Shareholders who are not officers are not prosecuted for filing defaults, but can be appointed as the company’s representative.
Directors are liable for most filing offences only as an “officer in default”, meaning an officer who knowingly and wilfully authorised or permitted the default (s 408(3)). Read more in who has to attend court for an ACRA summons.
What happens at court?
The first hearing is a mention at the State Courts, 1 Havelock Square. Regulatory cases may be listed in the Night Courts or a mentions court such as Court 7A. Your summons states where to go. Bring the summons, photo ID, a Letter of Authorisation if you represent a company, and proof that overdue filings have been made. The charge is read and you choose one of four paths.
| Path | What it means | Main consequence |
|---|---|---|
| Accept composition, if offered | Pay a sum to settle the offence | No conviction |
| Plead guilty | Admit the offence, hear the statement of facts, mitigate | Conviction and sentence, usually the same day |
| Claim trial | Require the prosecution to prove the charge | Pre-trial conferences and trial; acquittal or conviction |
| Adjourn | Ask for time for a valid reason | New mention date |
See your first court mention for a step-by-step walk-through.
What does a conviction mean?
- The fine is usually payable immediately or by the date the court sets. Ask at sentencing if you need instalments.
- Disqualification: under section 155, three or more filing convictions within five years automatically disqualify a person from acting as a director for five years after the last conviction.
- Criminal record: ordinary filing offences are not registrable under the Registration of Criminals Act 1949, but section 401(2) false-statement convictions are. Forms asking about any conviction in a court of law, such as MOM’s EP and S Pass candidate form, should be answered accurately.
Details are in after an ACRA conviction.
A ten-point action plan when a summons arrives
- Collect every summons sent to the registered office and each director’s home.
- Note each accused, charge, court, date and time.
- File every overdue document immediately.
- Check each director’s conviction history over the last five years, across all companies.
- Ask ACRA’s prosecution team whether composition is available.
- Decide the plea: the board for the company, and each director for himself or herself.
- Appoint the company’s representative and sign the Letter of Authorisation.
- Instruct a lawyer if you dispute the charge, face a possible disqualification, cannot attend or face an imprisonable charge.
- If a date is impossible, apply to change it before the hearing.
- After the case, fix the cause: appoint a company secretary, set a compliance calendar and keep addresses current.
Example
This example is hypothetical. An Indian founder owned a Singapore company with a local resident director supplied by a service provider. When the provider closed, nobody held the AGM or filed the annual return for two years. Summonses arrived for the company, the founder and the resident director. The founder appointed a new corporate secretary, held the overdue meetings by written resolution and filed the returns. He instructed a Singapore lawyer for his own charge because he was overseas. The resident director attended for himself and, with a Letter of Authorisation, for the company. Each accused then dealt with the charge on its own facts, with the defaults already remedied.
Frequently asked questions
Is an ACRA summons a criminal case?
Yes. It is a prosecution for a criminal offence under the Companies Act, heard in the State Courts under the Criminal Procedure Code 2010, even though most filing offences carry only fines.
Can I just pay and avoid court?
Only if ACRA offers composition and you pay it as instructed. Otherwise the case must be dealt with by the court. Follow ACRA’s instructions on attendance until told otherwise.
Will filing the overdue documents stop the case?
Not automatically. The offence was committed when the deadline was missed. Filing is still essential: it stops further default penalties and is the strongest mitigation, and it improves your chance of composition.
Can our corporate secretarial firm handle the court case?
A corporate secretarial firm can file the overdue documents and prepare board papers, and a named individual can be appointed as the company’s representative. It cannot act as your advocate. Contested cases and personal charges with significant consequences need a lawyer.
Does ACRA prosecute dormant companies?
Dormant companies still have filing obligations, including the annual return. Defaults can be prosecuted like any other company’s.
Official sources
The Companies Act 1967 and the Criminal Procedure Code 2010 are on Singapore Statutes Online. The Singapore Courts explain regulatory offence cases and how an entity is represented in court. This guide was last reviewed on 6 November 2026.
Received an ACRA court summons?
If your company, or you as a director or shareholder, has received an ACRA court summons, contact the Raffles Corporate Services team at [email protected] or on WhatsApp at +65 8501 7133 or +65 9018 0072. We will help you understand the documents and deadlines, bring every overdue filing up to date and prepare the company’s court paperwork. Where your matter needs a lawyer, we will refer you to a firm on our panel of Singapore law firms that regularly handles regulatory prosecutions and Companies Act offences. Raffles Corporate Services is a corporate services provider, not a law firm, and this article is general information, not legal advice.
Willie Tan, Raffles Corporate Services