If your company, or you as a director, has been charged or is about to be charged with an offence, you can write to the prosecution asking it to reconsider: to withdraw the charge, reduce it, or deal with the matter by a warning or composition instead. This is called a letter of representation. AGC says representations set out the circumstances of the case, other facts relevant to how it should be handled, and your request about the charge. They can be sent by you or your lawyer. A good representation is factual, supported by documents and honest about what went wrong. It is not a guarantee, but it is often the last chance to change the course of a case before it is decided in court.
Representations can be the last chance to avoid a court outcome. They must be handled properly: accurate facts, supporting documents, evidence that the breach has been fixed, and a realistic request. Exaggeration or inconsistency can do harm. For any case with personal exposure for a director, have a lawyer write or review it.
Who receives the letter?
The Attorney-General is the Public Prosecutor, and AGC receives representations by email at [email protected], as explained in its FAQ. Some regulatory offences are prosecuted by officers of the agency concerned; the State Courts’ guidance for unrepresented accused persons refers to keeping a record of representations and the “prosecuting agency’s” acknowledgment. Check the charge sheet or the agency’s letter to see who is prosecuting, and send the representation there.
When to send it
- Before a charge, if the agency has said it intends to prosecute or has invited a response.
- After a charge, as early as possible. Once a case moves towards trial, there is less room to change its course.
- Not as a substitute for responding to a composition offer. If an offer is open, deal with it first. See composition offers.
What to include
- Who you are and the case reference. The company’s name and UEN, the director’s name, and the charge or reference numbers.
- The facts. What happened, in date order, in plain language. Admit what is true.
- Why it happened. For example, a company secretary who stopped filing, a payroll error, a director overseas, a cash flow crisis. Explain; do not excuse.
- What has been fixed. Overdue filings lodged, arrears paid, returns corrected, staff repaid, new controls in place. Attach proof.
- Relevant background. A clean compliance record, cooperation with the investigation, the size of the business, the effect of a conviction on employees or work passes.
- Your request. Be specific and realistic: withdrawal, a reduced charge, a warning, or composition.
- Documents. Number and list them.
What to avoid
- Statements that are not true or that contradict what was said in interviews.
- Blaming others without evidence.
- Asking for something the prosecution cannot give.
- Sending it so late that the case has moved on.
Company and director: separate interests
Where both the company and a director are charged, or could be, their interests may differ. A director may want to show the company’s systems failed; the company may want to show an individual acted alone. In that situation each should take separate legal advice before representations are made.
How Raffles Corporate Services helps
Representations are persuasive when they show the breach has been fully fixed. We prepare the evidence: lodged filings and ACRA records, IRAS and CPF payment confirmations, corrected returns, payroll records and a compliance calendar. Where you need a lawyer to write or present the representation, we refer you to a firm on our panel of Singapore law firms and work with them on the supporting documents.
Frequently asked questions
Do I need a lawyer to write a letter of representation?
No. AGC says representations can be made with or without a lawyer. A lawyer is strongly advisable where there is a risk of imprisonment, personal liability for a director, or a possible defence.
What happens after I send it?
The prosecution considers it and decides whether to change its position. Keep a copy and any acknowledgment, and continue to attend court dates unless told otherwise in writing.
Can I send more than one?
You can raise new information if it emerges, but repeated letters with no new facts are unlikely to help.
More on the company law hub.
Need help with a letter of representation?
If your company, or you as a director or shareholder, has been charged or warned of prosecution, 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 prepare the supporting records. 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 representations. 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