Can the company secretary attend court for the company on an ACRA charge? Yes. When the company itself is the accused on an ACRA summons, it can appoint its company secretary to attend court as its representative. Section 117 of the Criminal Procedure Code 2010 lets a charged company appear through a “representative”, meaning any person the company duly appoints. The appointment is made by a written statement signed by a director, manager or secretary, which the State Courts call a Letter of Authorisation. The secretary cannot, however, attend in place of a director who has been charged personally. That director must go to court himself or herself, or be represented by a lawyer.
This guide is for directors, company secretaries and foreign owners of Singapore companies who have received an ACRA summons and want to know whether someone other than a director can deal with it.
First, read the summons: who has been charged?
Everything turns on the name of the accused. ACRA can prosecute the company, its officers, or both, and each accused receives its own summons. Look at the name printed as the person charged:
| Accused named on the summons | Can the company secretary attend? | Why |
|---|---|---|
| The company (for example, “ABC Pte. Ltd.”) | Yes, if appointed as the company’s representative | CPC s 117 allows a body corporate to appear by a representative |
| A director personally | No | Section 117 applies only to bodies corporate and similar entities. An individual attends in person or, where the court allows, through a lawyer |
| The company secretary personally | Yes, but as the accused, not as a representative | The secretary is an officer and can be charged as an officer in default |
| The company and one or more directors | For the company’s charge only | Each director must still deal with his or her own charge |
If you are not sure who has been charged, our guide on who has to attend court for an ACRA summons walks through how to read the summons and charge.
What does the law say about company representatives?
Section 117 of the Criminal Procedure Code 2010 (CPC) deals with criminal proceedings against a body corporate. The key points are:
- Who may appear. Where a company is charged, a representative may appear for it (s 117(1)).
- What the representative may do. The representative may do anything on the company’s behalf that an accused person could do for himself under the CPC (s 117(2)). That includes hearing the charge read, pleading guilty or claiming trial, and addressing the court on sentence.
- Who counts as a representative. A person duly appointed by the company to represent it in the proceedings (s 117(5)). The section does not require the person to be a director.
- How the appointment is proved. A written statement signed by a director, manager or secretary, or another similar officer, stating that the named person has been appointed, is admissible as prima facie evidence of the appointment (s 117(6)).
- If nobody appears. Proceedings are not invalid merely because the company did not appear (s 117(3)), and the court may hear the case in the company’s absence if the conditions in s 156 are met.
The State Courts’ guide on how to represent an entity in court applies this in practice. It asks for a Letter of Authorisation on the company’s official letterhead, signed by a director, manager, secretary or officer of comparable authority. The letter gives the names, identification numbers and designations of both the representative and the person signing. The representative must bring it to every court session, and it must not be out of date.
ACRA’s own guidance on late annual return enforcement says the same in short form: a representative with a letter of authority, or a director, must attend court on the date stated in the summons.
Can the secretary sign the authorisation for himself or herself?
Section 117(6) allows a secretary to sign the statement appointing a representative, and the secretary can be the person appointed. In practice it is better for a director to sign a letter appointing the secretary, supported by a short board resolution. That shows the board has made a decision about how the company will plead. It also avoids any later suggestion that the secretary acted without the directors’ authority.
This matters most where the representative will plead guilty. A guilty plea leads to a conviction recorded against the company. The directors, not the secretary, should decide whether the company accepts the charge or contests it. Our guide to preparing a Letter of Authorisation and board resolution includes suggested wording for both.
What can the secretary actually do in court?
Once properly appointed, the secretary stands in the company’s shoes for that hearing. In a typical mention for a filing offence, he or she may:
- Confirm the company’s identity and produce the Letter of Authorisation.
- Listen to the charge being read and explained.
- Tell the court the company’s position: plead guilty, claim trial, or ask for time.
- Ask for an adjournment, for example to let the company file the overdue documents or seek legal advice.
- If the company pleads guilty, address the court in mitigation and receive the sentence.
- Arrange payment of any fine imposed on the company.
The secretary should go with clear written instructions from the board on each of these points. A representative who has to say “I need to check with the directors” is entitled to ask for an adjournment, but each adjournment means another court date.
What if the secretary is a corporate secretarial firm?
Many Singapore companies use a professional firm as company secretary, with a named individual from that firm registered with ACRA. That individual can be appointed as the company’s representative in the same way.
There is a limit, though. Section 33 of the Legal Profession Act 1966 makes it an offence for an unauthorised person to act as an advocate or solicitor, or as an agent for a party, in legal proceedings, or to prepare documents relating to legal proceedings for a fee. A corporate service provider’s staff member who attends as the company’s duly appointed representative is acting for the company under s 117 of the CPC. He or she should not present arguments as if acting as the company’s lawyer. If the company wants to contest the charge, raise legal defences or negotiate with the prosecution on legal issues, it should instruct a Singapore lawyer.
Our guide on when you need a lawyer for an ACRA court case explains where that line usually falls.
When should a director attend instead?
A secretary is a convenient representative for a straightforward guilty plea to a filing offence where the documents have already been filed. A director is usually the better choice when:
- A director has also been charged. The director has to attend for his or her own charge anyway, and can represent the company at the same time with a letter signed by another officer.
- The company wants to explain what went wrong. The court may ask why the company defaulted. A director can answer from personal knowledge.
- The company intends to claim trial. It needs a lawyer, and the directors will be the main witnesses.
- The secretary was part of the problem. If the default arose because the former secretary did not file, or the company and secretary disagree about what happened, the secretary is not a suitable representative.
Example: a dormant company with an overdue annual return
This example is hypothetical. A Singapore company owned by an overseas parent missed two annual returns. ACRA issued a summons naming only the company. The sole local director was travelling on the court date, and the foreign directors were overseas.
The board met by video, filed the overdue annual returns through the company secretary, and passed a resolution that the company would plead guilty. A director signed a Letter of Authorisation on the company’s letterhead appointing the company secretary. The secretary attended the mention, produced the letter and the filing receipts, and told the court the company would plead guilty. The court sentenced the company and the fine was paid the same day.
Had ACRA also charged the local director personally, the secretary could not have dealt with that charge. The director would have needed to attend or apply for the hearing date to be changed.
Checklist for a secretary attending as the company’s representative
- The original summons and any later mention slip.
- The Letter of Authorisation on company letterhead, signed and dated, naming you and the signatory with ID numbers and designations.
- A copy of the board resolution approving the plea or the request for an adjournment.
- Your NRIC, FIN card or passport.
- Proof that the overdue filings have been made, such as ACRA transaction receipts and the latest business profile.
- A short written mitigation note approved by the directors, if the company will plead guilty.
- Payment arrangements for the fine.
Frequently asked questions
Can an employee who is not an officer represent the company?
Section 117(5) only requires a person duly appointed by the company, so the representative does not have to be an officer. In practice choose someone who knows the facts and has authority to take instructions from the board, such as a finance manager.
Does the representative become personally liable?
No. The representative acts for the company. Any fine is imposed on the company. The representative is not convicted by attending, although he or she may of course face separate charges if named as an accused.
Do we need a new letter for each hearing?
The State Courts say the letter must be presented at every session and must not be out of date. A letter that covers all hearings in the named case is usually sufficient. Prepare a fresh one if the representative changes or the letter refers to a specific date that has passed.
What happens if nobody attends for the company?
The court may proceed in the company’s absence, and the company loses the chance to explain itself or ask for time. See our guide on what happens after a missed ACRA court date.
Where can you read the official rules?
Section 117 is in the Criminal Procedure Code 2010 on Singapore Statutes Online. The Singapore Courts publish a sample Letter of Authorisation for entities. For the wider process, start with our complete guide to ACRA court summonses.
Need help with an ACRA summons against your company?
If your company, or you as a director or company secretary, is dealing with an ACRA summons and needs to decide who should attend court, 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 overdue filings up to date and prepare the board 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