After an ACRA conviction, the immediate task is paying the fine by the date the court sets. The longer-term effects matter more for directors. A conviction for a filing offence counts towards automatic disqualification under section 155 of the Companies Act 1967: three such convictions within five years bar you from acting as a director for five years. Ordinary filing offences, such as failing to hold an AGM or file an annual return, are not entered in the register of criminals. A false-statement conviction under section 401(2) is. Either way it is a court conviction, and forms that ask about “any conviction” in a court of law should be answered accurately.
This guide covers paying the fine, disqualification, criminal records, work pass and other declarations, and how to stop the next conviction happening.
Paying the fine
The Singapore Courts’ page on paying a court fine explains the rules:
- Fines are usually paid immediately, often the same day, or by the due date the court gives. Payment terminals are available in the State Courts building, and there is an online payment portal.
- If you need more time or instalments, ask at the sentencing hearing.
- To change an approved payment plan, file the Application to Vary Fine Payment at least seven days before the due date.
- If an individual does not pay, a default term of imprisonment set by the court may have to be served, and missing an instalment can lead to the plan being revoked and a warrant being issued.
For a company’s fine, the company pays. Whether a company may pay a director’s personal fine, and the tax treatment of fines and legal costs, are covered in our note on who pays the fine.
Director disqualification under section 155
Section 155 of the Companies Act 1967 applies to persistent default in filing documents and notices with the Registrar.
| Feature | Rule |
|---|---|
| Trigger | Three or more convictions, or three or more court orders under section 13 or section 399, within five years, for filing defaults |
| Whose default | Convictions count whether the default was the person’s own or a company’s |
| Effect | The person must not act as a director or take part, directly or indirectly, in managing a company |
| Length | Five years after the last conviction or order |
| How it starts | Automatically. No separate court order is needed |
| Breach | Acting while disqualified is an offence, with a fine of up to $10,000 or imprisonment of up to two years, or both |
| Relief | The person may apply to the court for permission to act, after giving the Minister 14 days’ notice |
Composition is not a conviction. Paying a composition sum does not add to the conviction count. This is one reason to ask about composition after an ACRA summons before pleading.
Since 6 May 2026, section 173A requires a company to notify ACRA within 14 days of becoming aware that one of its directors has become disqualified. If you become disqualified, tell every company where you are a director so each can lodge the change and appoint replacements.
Other disqualification and debarment rules
- Section 154: automatic disqualification after conviction for an offence involving fraud or dishonesty punishable with imprisonment of three months or more, and discretionary disqualification for certain other offences.
- Section 155A: disqualification where three or more companies of which the person was a director were struck off by ACRA within five years.
- Section 155B: debarment by the Registrar of a director or secretary of a company that has been in default for three continuous months, preventing new appointments until the debarment is lifted.
Will you have a criminal record?
Under the Registration of Criminals Act 1949, only offences listed in its First Schedule are registrable. For the Companies Act, the listed offences are sections 338, 401(2), 402, 404 and 406. A conviction under section 175 (AGM), section 197 (annual return) or most other filing provisions is therefore not entered in the register of criminals. A conviction under section 401(2) for a false or misleading statement is.
For registrable records, the Act allows a record to become spent after a crime-free period of five years, but not where the sentence included imprisonment of more than three months or a fine of more than $2,000, or where there is more than one conviction. Where a conviction is not registrable, section 7F allows you to answer questions about your criminal record as referring only to registrable records. That does not change how you answer a question that asks about any conviction in a court of law. Answer the question as it is worded.
Declarations you may need to make
- Work passes. MOM’s EP and S Pass candidate form asks whether the candidate has ever been convicted in a court of law in any country, with no exception for regulatory fines.
- Director appointments and bank onboarding. Banks and new companies often ask about convictions and disqualifications as part of due diligence.
- Professional registrations. Licensed professionals should check their regulator’s disclosure rules.
- Public visibility. ACRA publishes prosecution highlights naming some convicted directors.
If you are unsure how to answer a declaration, take legal advice. An inaccurate declaration can create a more serious problem than the original conviction.
Appeals
You can appeal against conviction or sentence, but the time limit under the Criminal Procedure Code is short, generally 14 days from the sentence. If you pleaded guilty, an appeal is normally limited to sentence. Speak to a lawyer immediately if you are considering one. See do you need a lawyer for an ACRA court case.
Preventing the next conviction
With one or two convictions on record, a further filing default is far more dangerous. Practical steps:
- List every company where you are a director and check each one’s filings on Bizfile.
- Appoint a reliable company secretary for each company and confirm the annual compliance calendar.
- Resign from dormant or inactive companies you no longer control, after making sure their filings are up to date and the company still meets the minimum director requirements.
- Strike off companies you no longer need, using the proper process, rather than letting them drift.
- Keep your residential address current with ACRA so reminders reach you.
Our guide on fixing ACRA late filing penalties covers catching up on missed filings.
Example
This example is hypothetical. A director of four companies pleaded guilty to two annual return charges, one each for two companies. With two convictions, he was one conviction away from disqualification for the next five years. He appointed one corporate secretarial firm for all four companies, struck off one dormant company after bringing its filings up to date, and set calendar reminders for each AGM and annual return. When he later applied to be a director of a new joint venture, he disclosed the convictions to the bank during onboarding, with the court records and proof that all his companies were now compliant.
Frequently asked questions
Does a conviction of the company count against me?
Section 155 counts convictions of the person. A conviction of the company alone is not your conviction, but you can be convicted in relation to a company’s default if you are charged as an officer in default.
Can I remain a director while I appeal a conviction that would disqualify me?
Disqualification under section 155 is automatic once the conditions are met. Take legal advice immediately on your position and on any application for permission to act.
Does a stern warning count as a conviction?
No. A warning is not a conviction. See stern and conditional warnings for directors.
The full series
For every stage of an ACRA prosecution, see our complete guide to ACRA court summonses.
Need help after an ACRA conviction?
If your company, or you as a director or shareholder, has an ACRA conviction and needs to manage disqualification risk and future compliance, 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 and keep every company’s filings on schedule. Where your matter needs a lawyer, we will refer you to a firm on our panel of Singapore law firms that regularly handles Companies Act offences and director disqualification. 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