Yes, sometimes. Composition after an ACRA summons is possible: ACRA states that it may still offer composition once a summons has been issued, and the person attending court can accept it. Composition is a payment that settles the offence without a prosecution. Under section 409B of the Companies Act 1967, once the sum is paid, no further proceedings may be taken for that offence, and there is no conviction. ACRA is not obliged to offer it, and may decide a case should go to court instead, particularly where there are repeated defaults or an earlier offer was ignored. Since 6 May 2026, the maximum composition sum is half the maximum fine or $20,000, whichever is lower.
This guide explains how composition works once a summons has been issued, how to ask for it, and why it matters for directors close to disqualification.
How composition fits into ACRA enforcement
ACRA’s guidance on late annual return enforcement describes a sequence:
- Late lodgment penalty. Charged automatically when a late annual return is filed: $300 if filed 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 if the composition is not paid, if there are multiple or repeated breaches, or if it decides not to offer composition.
- Court. At court, the person attending may accept composition if ACRA offers it after the summons, plead guilty or claim trial.
For the difference between a late lodgment penalty, a composition and a court fine, see our guide to ACRA late filing penalties and composition fines.
The legal basis
Section 409B of the Companies Act 1967 allows the Registrar to compound offences prescribed as compoundable:
- The sum may not exceed half the maximum fine for the offence, or $20,000, whichever is lower. The $20,000 cap applies from 6 May 2026. It was previously $5,000.
- On payment, no further proceedings may be taken against the person for that offence.
- The section does not limit composition to the period before a charge is filed.
Section 243 of the Criminal Procedure Code 2010 provides that where another Act gives an agency power to compound, the power is exercised subject to the Public Prosecutor’s directions.
Why composition matters more than the amount
| Composition | Conviction after guilty plea | |
|---|---|---|
| Result | No further proceedings for that offence | Conviction recorded by the court |
| Counts towards s 155 disqualification | No: s 155 counts convictions and certain court orders | Yes |
| Court attendance | Payment may end the matter without a plea | Required |
| Declaring “any conviction” | Not a conviction | Is a conviction |
For a director with one or two filing convictions in the last five years, composition can be the difference between keeping and losing the right to act as a director. See what follows an ACRA conviction.
How to ask for composition after a summons
- File everything overdue first. ACRA is far more likely to compound a default that has already been remedied.
- Contact ACRA’s prosecution team before the court date. Quote the summons number and ask whether the offence can be compounded. Explain that the default has been rectified and attach the filing receipts.
- Put it in writing if there are reasons. A short letter of representation can explain the circumstances. See writing a letter of representation.
- Still attend court. ACRA requires a director, or a representative with a letter of authority, to attend on the date stated, even while a request or appeal is being considered. If composition is offered, it can be accepted then. See your first court mention.
- Pay as instructed. Pay the sum by the deadline and in the manner stated in the offer. The Singapore Courts note that whether composition can be paid in instalments is at the prosecuting agency’s discretion.
When composition is less likely
- An earlier composition offer for the same default was ignored.
- The person has a history of filing defaults across several companies.
- The offence involves dishonesty, such as a false declaration under section 401.
- The default has still not been remedied.
- The offence is not prescribed as compoundable.
ACRA’s published prosecution highlights show convictions of nominee directors with filing defaults across dozens of companies. Repeated, widespread default is the pattern that tends to end in court.
Composition and the company
ACRA can offer composition to the company, to its officers, or to both. Each accused deals with its own offer. A composition paid by the company settles the company’s offence, but not a director’s personal charge, and the reverse is also true. If a director wants the company to pay his or her composition, check the company’s constitution and the Companies Act rules on officer indemnities, and see who pays the fine for tax treatment.
Example
This example is hypothetical. A director had two filing convictions from three years earlier. She received a summons for failing to file an annual return for a third company. She filed the return within a week and wrote to ACRA’s prosecution team with the receipt, explaining that the company’s previous corporate secretary had ceased to act without notice. At the mention, the prosecutor offered composition, which she accepted and paid. Because composition is not a conviction, it did not become her third conviction under section 155.
Frequently asked questions
Can I insist on composition?
No. Composition is at ACRA’s discretion. You can ask, and give reasons, but if it is not offered your choice is to plead guilty or claim trial.
I missed the original composition deadline. Is it too late?
Not necessarily. ACRA may still offer composition after a summons. Contact ACRA promptly and file what is overdue.
If I pay composition, do I still go to court?
Follow ACRA’s instructions. Until you are told the court date is no longer required, attend. ACRA’s guidance is that the director or representative must attend on the date in the summons.
Is composition the same as a late lodgment penalty?
No. The late lodgment penalty is charged when you file late. Composition is a separate amount that settles the offence of not complying.
The full series
This article is part of our complete guide to ACRA court summonses.
Want to ask ACRA for composition?
If your company, or you as a director or shareholder, has an ACRA summons and wants to ask for composition before the court date, 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 file what is overdue. 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