When a Singapore company is charged in the State Courts, for example on an ACRA summons, it appears through a representative appointed under section 117 of the Criminal Procedure Code 2010. The appointment is shown by a letter of authorisation for a company representative, on the company’s letterhead, signed by a director, manager or secretary. The letter names the representative and the signatory, with their ID numbers and designations, and must be produced at every court session. A short board resolution behind the letter records what the company has decided to do about the charge.
This guide explains what the letter and resolution should say, who should sign them and the mistakes that lead to a wasted court date. The wording below is a starting point for a straightforward ACRA filing case. Adapt it to your company’s facts.
Why does the company need a letter at all?
A company cannot stand in the dock. Section 117 of the Criminal Procedure Code 2010 (CPC) lets a charged company appear through a representative, who may do anything for the company that an accused person could do for himself. The court has to be satisfied that the person in front of it really speaks for the company. Section 117(6) provides the method: a written statement, signed by a director, manager, secretary or similar officer, stating that the person has been appointed. That statement is admissible as prima facie evidence of the appointment.
The Singapore Courts’ guidance on representing an entity in court calls this document a Letter of Authorisation and publishes a sample letter. Without it, the person who turns up has no standing to plead for the company. The court is likely to adjourn, or to proceed as if the company were absent.
What must the Letter of Authorisation contain?
Following the State Courts’ guidance, the letter should be on the company’s official letterhead and include:
| Item | Detail |
|---|---|
| Company details | Full registered name and Unique Entity Number (UEN), exactly as on the summons |
| Case reference | The summons or case number and the charge(s) the authority covers |
| Representative | Full name, NRIC, FIN or passport number, and designation (for example, Company Secretary or Finance Manager) |
| Scope | That the representative may appear and act for the company in the proceedings, including entering a plea, applying for adjournments, addressing the court and receiving the sentence |
| Signatory | Name, ID number and designation of the director, manager or secretary signing |
| Date and signature | Signed and dated, with the company stamp if the company uses one |
Suggested wording for the letter
The text below follows the elements the State Courts ask for. Place it on the company’s letterhead.
To: The Registrar, State Courts, 1 Havelock Square, Singapore 059724
LETTER OF AUTHORISATION
[Company name] (UEN [number]) (“the Company”)
Summons / Case No. [number]The Company hereby appoints [full name], [NRIC/FIN/passport no.], [designation], to represent the Company under section 117 of the Criminal Procedure Code 2010 in the above proceedings and at every hearing in them. The representative is authorised to appear for the Company, to enter a plea on the Company’s behalf, to apply for adjournments, to address the court, and to do all other things the Company may do as an accused in these proceedings.
Signed for and on behalf of the Company by:
[Name], [NRIC/FIN/passport no.], [Director / Secretary]
Date: [date]
Keep the scope wide enough to cover every hearing in the case. A letter tied to one date expires when that hearing is adjourned, and the State Courts require a letter that is not out of date.
Why add a board resolution?
The CPC does not require a board resolution, and the court will normally act on a properly signed letter. A resolution is still worth preparing because a plea is a significant decision. A guilty plea results in a conviction against the company. Under the Companies Act 1967, convictions can also have consequences for directors who are charged in their own names. The decision should be taken by the board, not left to whoever happens to attend.
A resolution also protects the representative. If a shareholder or another director later challenges the plea, the company has a record that the board authorised it. Where the company has only one director, a written resolution signed by that director is enough.
Suggested resolution wording
Directors’ resolution in writing of [Company name] (UEN [number])
Summons / Case No. [number] issued by the Accounting and Corporate Regulatory Authority
- NOTED that the Company has been served with the above summons charging it with [describe offence, for example failing to file its annual return for the financial year ended [date]].
- NOTED that [the overdue documents were lodged with ACRA on [date] / the Company is taking steps to lodge the overdue documents by [date]].
- RESOLVED that the Company [plead guilty to the charge / claim trial / apply for an adjournment to obtain legal advice].
- RESOLVED that [full name], [designation], be appointed as the Company’s representative under section 117 of the Criminal Procedure Code 2010 in the proceedings, and that any director or the secretary be authorised to sign a Letter of Authorisation to that effect.
- RESOLVED that the Company pay any fine imposed by the court.
Signed: [all directors], Date: [date]
Check the company’s constitution for how written resolutions must be passed. Most constitutions based on the Model Constitution allow a resolution in writing signed by all directors, or by a majority if the constitution permits.
Who should sign the letter?
Section 117(6) allows a director, manager, secretary or other similar officer to sign. Practical guidance:
- Prefer a director. It shows board involvement and is rarely questioned.
- Do not sign for yourself where you can avoid it. If the secretary is the representative, ask a director to sign. See our guide on whether a company secretary can attend court for the company.
- Use an officer listed with ACRA. The court or prosecution may compare the signatory with the company’s business profile. Make sure any recent change of officers has been lodged.
- Foreign directors can sign. If the signing director is overseas, arrange signing well before the hearing. If you plan to rely on a scanned or electronically signed letter, check with the court or your lawyer that it will be accepted, and bring a clear signed copy.
Common mistakes that waste a court date
- Company name or UEN does not match the summons. Use the exact registered name, including “Pte. Ltd.”.
- Missing ID numbers or designations. The State Courts ask for both the representative’s and the signatory’s.
- Plain paper instead of letterhead. Use the company’s official letterhead.
- Letter tied to a past hearing date. Draft it to cover all hearings in the case.
- Representative without instructions. Without a clear board decision, the only safe thing the representative can do is ask for more time.
- Using the letter for a director’s personal charge. A company’s letter cannot cover an individual who is charged. Each director deals with his or her own summons. See who has to attend court for an ACRA summons.
Example
This example is hypothetical. A trading company with two directors, one in Singapore and one in Hong Kong, received an ACRA summons for failing to hold an AGM and file its annual return. The directors filed the overdue documents, signed a written resolution by email that the company would plead guilty, and appointed the finance manager as representative. The Singapore director signed the Letter of Authorisation on the company’s letterhead, giving the finance manager’s NRIC number and designation and his own. The finance manager attended, produced the letter and ACRA receipts, and the matter was dealt with at that hearing.
Frequently asked questions
Does the letter need to be notarised or stamped?
The CPC requires only a written statement signed by an authorised officer. Notarisation is not required. Use the company stamp if the company normally uses one, but it is not a legal requirement for this letter.
Can we change representative midway?
Yes. Prepare a new letter naming the new representative and bring it to the next hearing.
If we instruct a lawyer, do we still need the letter?
A lawyer acting for the company appears as its counsel. The lawyer will tell you what documents they need. A Letter of Authorisation is mainly for a non-lawyer representative.
What should the representative say in court?
That depends on the plea. Our guide to your first court mention for an ACRA summons explains what happens on the day.
Official sources
Read section 117 of the Criminal Procedure Code 2010 on Singapore Statutes Online. For the full process from summons to sentence, see our complete guide to ACRA court summonses.
Need help preparing your company’s court authorisation?
If your company, or you as a director or shareholder, is dealing with an ACRA summons and needs a Letter of Authorisation, board resolution and up-to-date filings, 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. 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