If you discover that a board or shareholder resolution carries your forged signature, or records a meeting that never took place, act on three fronts at once. Secure the evidence and find out where the document has been used. Warn the bank, ACRA and any counterparty relying on it. Then report the forgery to the police and take legal advice on court orders to undo its effects. Forgery is a criminal offence under the Penal Code 1871, and knowingly lodging a false document with ACRA is a separate offence under the Companies Act 1967. Do not create a counter-document of your own to fix the record.
Is it forgery, or just a defective resolution?
Not every unsatisfactory resolution is forged, and the distinction changes your next step. Many disputes that start with “I never signed that” turn out to involve a signature applied with someone’s earlier permission, or a genuine decision recorded badly.
| What happened | Typical sign | Usual route |
|---|---|---|
| Forgery | Your signature or e-signature was applied without authority, or minutes describe a meeting that never happened, to make a decision look approved | Police report, notifying ACRA and the bank, and court orders to undo the effects |
| Signature applied with authority | You let the secretary or a co-director sign or e-sign routine documents for you | Usually not forgery, although the authority’s scope may be disputed |
| Procedural defect | The meeting happened, but notice was short, a quorum was missing or votes were miscounted | Challenge or validation of the resolution, often under section 392 |
| Informal agreement written up later | Everyone agreed by message or in person, and minutes were prepared afterwards | Often defensible if every person entitled to decide genuinely agreed, but take advice |
If what you have is a defective but genuine resolution, our guide to challenging an invalid company resolution is the better starting point. The rest of this article assumes the document is false.
What does the law say about forged company documents?
- Forgery. Section 463 of the Penal Code 1871 defines forgery as making a false document or electronic record, or part of one, with the kind of intent the Code specifies, such as to cause damage or injury or to support a claim or title. Section 465 punishes forgery with imprisonment of up to 4 years, a fine, or both.
- Using a forged document. Under section 471, a person who fraudulently or dishonestly uses as genuine a document they know or have reason to believe is forged is punished as if they had forged it. This often matters more in company cases, because the person who presents the resolution to a bank may not be the person who signed it.
- False lodgement with ACRA. Section 401(2A) of the Companies Act 1967 makes it an offence to lodge, or authorise someone to lodge, a document with the Registrar knowing it is false or misleading in a material respect. The maximum penalty is a fine of up to S$50,000, up to 2 years’ imprisonment, or both.
- Directors’ duties. Section 157 requires a director to act honestly and use reasonable diligence, and forbids officers from misusing their position to gain an advantage or harm the company. A breaching officer is liable to the company for any profit made or damage suffered and commits an offence. Following amendments from 6 May 2026, the maximum fine is S$20,000, and imprisonment of up to 12 months is also possible.
On the civil side, a forged signature generally gives no authority, so a forged resolution does not bind the person whose signature was forged. Outsiders such as banks may argue that they relied in good faith on what the company’s officers presented, and how far that protects them depends on the facts. That is a question for a lawyer, not one to concede in correspondence.
What should I do in the first 48 hours?
- Do not confront and do not destroy. Avoid accusing anyone in group chats. Keep every message, email and file as it is.
- Get copies of what was used. Ask the bank, the company secretary, ACRA or the counterparty for a copy of the exact document relied on, with the date it was received.
- Check the public record. Download the company’s current business profile and look at the Bizfile transaction history for recent changes to officers, shares, the registered address or the constitution.
- Warn the bank in writing. State that a resolution or mandate change bearing your name is disputed as forged, and ask what the bank’s process is for disputed authority. The bank decides what to do with the account, so ask rather than demand. Our guide to updating a company’s bank mandate explains what banks normally require.
- Lock down digital access. Review who holds Corppass and e-signature platform access for the company, and change your own Singpass and email passwords if you suspect they were misused.
- Make a police report at a neighbourhood police centre or through the Singapore Police Force’s online services, attaching the document and a short chronology.
- Tell ACRA if anything false has been lodged. Correcting the ACRA register is covered step by step in our guide to correcting an unauthorised change of director on ACRA.
How do I prove the signature or meeting is false?
Evidence in forgery disputes is usually ordinary rather than dramatic. It includes:
- Your whereabouts. Travel records, calendar entries or other meetings showing you could not have attended or signed on the date stated.
- Specimen signatures. Genuine signatures from the same period, for example on bank forms and annual documents, for comparison by a handwriting examiner if needed.
- E-signature audit trails. Platform certificates showing the email address, IP information and time of signing. A signature sent to an email account you do not use is a strong lead.
- File metadata. Creation and modification dates of the Word or PDF files, which may show minutes were made long after the “meeting”.
- Company records. The minute book, attendance records and notices. A meeting with no notice, no attendance list and no other trace is hard to defend.
- Witnesses. Other directors or shareholders named as attending, who can confirm whether they were there.
Preserve originals and work from copies. If devices may hold evidence, do not wipe or replace them until your lawyer advises.
Which court orders can undo a forged resolution?
The police investigate the crime, but they do not restore your shares or your directorship. That usually requires a civil application, and civil proceedings started from 1 April 2022 follow the Rules of Court 2021, which use originating claims and originating applications instead of the old writ and originating summons.
| Problem caused by the forgery | Possible order | Basis |
|---|---|---|
| Shares transferred out of your name | Rectification of the register of members, possibly with damages | Section 194, applied to private companies’ electronic register by section 196C |
| Director wrongly appointed or removed on ACRA | Order directing the Registrar to rectify the register | Section 12B, on the company’s application, or a court order under section 392 |
| Bank mandate, contract or asset sale based on the resolution | Declaration that the resolution is void, and injunction against acting on it | The court’s general power to grant declarations and injunctions |
| Company money or property taken | Claims against the wrongdoer for loss or profit, and tracing | Section 157 and general law |
| Forgery part of a wider campaign to squeeze you out | Any order the court thinks fit, including a buy-out | Section 216 oppression |
Share register cases are explained further in our guide to rectifying the register of members. Where money has left the company, an urgent injunction to freeze or preserve assets may matter more than any declaration, so raise this with your lawyer at the first meeting.
Should I go to the police, the court, or both?
Usually both, for different purposes. A police report records the allegation early and may lead to investigation, but criminal proceedings can take time and do not, on their own, return control of the company. A civil application is what corrects the register and binds the company. The two can run alongside each other. Our article on choosing between a police report and a civil claim discusses how they interact. Avoid using a threatened police report as leverage for a payment, and let your lawyer handle communications with the other side.
What if I am the director accused of forgery?
An accusation is not a finding. If someone says a resolution you prepared or presented was forged:
- do not alter, re-sign, backdate or “tidy up” the document, even to correct a genuine error
- gather the evidence of authority you relied on, such as messages giving permission to sign, platform logs and earlier practice
- do not contact witnesses to discuss their recollection
- stop acting on the disputed resolution until the position is clear, unless your lawyer advises otherwise
- take independent legal advice early, especially if the police contact you
If the true position is that everyone agreed and the paperwork was prepared later, say so clearly and support it with evidence. That is a very different case from forgery.
Documents checklist
- The disputed resolution or minutes, and how and when you obtained them
- Current and historical ACRA business profiles and Bizfile transaction records
- Bank correspondence and the mandate documents the bank received
- Company constitution and any shareholders’ agreement
- Genuine specimen signatures and e-signature audit certificates
- Travel records, calendars and messages for the relevant dates
- Your police report reference and any ACRA correspondence
- A dated chronology of events, kept up to date
Example: a forged resolution used to change the bank mandate
Example: Two directors each own half of a trading company, and the bank mandate requires both to sign payments over a set amount. One director goes overseas for a month. On return, she finds that the bank received a board resolution, apparently signed by both, making the other director sole signatory. Several large transfers have since been made to a new supplier.
She was abroad on the date the resolution states, and the e-signature certificate shows it was sent to an email address she has never used. She writes to the bank disputing the resolution, collects her travel records, makes a police report and instructs lawyers. Her lawyers consider an urgent injunction preserving the company’s funds, a declaration that the resolution is void and claims against the other director under section 157. The ACRA records are checked separately for any matching false filing.
Frequently asked questions
Can the company simply pass a fresh, genuine resolution to fix things?
A properly passed new resolution can regularise future decisions, for example by restoring the original bank mandate. It does not erase any offence already committed, and it may not undo transactions already made with third parties. Take advice before using a new resolution to cover past acts.
Is it still forgery if no money was lost?
It can be. The Penal Code definition looks at the intent behind making the false document, which includes supporting a claim or title, such as a claim to be a director. Whether an offence was committed is for the police and the prosecution to assess.
Will ACRA reverse a filing based on a forged resolution?
ACRA can correct only limited types of error itself, and disputed filings usually need a court order. Notify ACRA anyway, so that the record shows the dispute was raised promptly.
Can I sue the person who forged my signature?
Possibly, depending on what loss you suffered and in what capacity. Where the loss is the company’s, the claim usually belongs to the company, and a shareholder may need the court’s permission to bring it on the company’s behalf. Your lawyer will advise who should sue.
How quickly do I need to act?
As quickly as possible. Delay can make it harder to obtain urgent orders and easier for the other side to argue that you accepted the position.
Need help with a forged company resolution?
If your company, or you as a director or shareholder, is dealing with a resolution or minutes you believe were forged, 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 company disputes and fraud-related claims. Raffles Corporate Services is a corporate services provider, not a law firm, and this article is general information, not legal advice.
The Raffles Corporate Services Editorial Team, Raffles Corporate Services