Short answer: Singapore no longer has the old formal offer to settle regime with automatic indemnity costs. Under the Rules of Court 2021, a company makes a written offer of amicable resolution under Order 5 or pays money into court under Order 14. If the other side refuses and does no better at trial, the court can reflect that in costs.
If your company is suing or being sued, an offer to settle in Singapore is one of the few tools that can move the costs risk onto the other side before trial. Many business owners still hear about the “Order 22A offer” with fixed costs consequences. That regime belonged to the Rules of Court 2014 and was not carried into the Rules of Court 2021. This guide explains what replaced it, how a payment into court works, how a refused offer can affect who pays legal costs, and what the board should decide and record.
Key facts at a glance
- The Rules of Court 2021 came into operation on 1 April 2022 and apply to civil proceedings in the Supreme Court and State Courts started on or after that date (Order 1 rules 1 and 2).
- The formal offer to settle regime in Order 22A of the Rules of Court 2014 was removed; the High Court confirmed in 2025 that offers now affect costs through the court’s discretion.
- An offer of amicable resolution must be in writing and stay open for at least 14 days unless the parties agree otherwise (Order 5 rule 2).
- A defendant to a claim for a debt or damages can pay money into court after filing its notice of intention to contest or not contest, giving notice in Form 27 (Order 14 rule 1).
- The claimant has 14 days from receiving the notice to accept in Form 28, and in any case must accept before trial begins (Order 14 rule 3).
- When fixing costs, the court must consider efforts at amicable resolution (Order 21 rule 2(2)(a)) and can cut a winning party’s costs if it ignored its Order 5 duties (Order 21 rule 4(c)).
Raffles Corporate Services works with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice. This article is general information only and is not legal advice.
What is an offer to settle in Singapore under the Rules of Court 2021?
An offer to settle is a written proposal to end a lawsuit, or part of it, on stated terms. Under the Rules of Court 2021 it takes one of two formal shapes: an offer of amicable resolution under Order 5, or a payment of money into court under Order 14.
Order 5 rule 1(3) defines an offer of amicable resolution as an offer to settle the action or appeal, or to resolve the dispute other than by litigation, in whole or in part. Every party must consider amicable resolution before and during the case, and must not reject an offer without reasonable grounds.
Under the 2014 Rules, Order 22A let a party serve a formal offer, and the court could award indemnity costs if it was refused and the other side did no better at trial. That machinery is not in the 2021 Rules. In Cheng Shi Ying Cherissa v Khoo Chong Kiat [2025] SGHC 91 (unreported), Choo Han Teck J said the removal of Order 22A does not make offers to settle inconsequential; their effect on costs is now left to the court’s discretion under Order 21 rule 2.
The real question for a company is now whether it has made a clear, reasonable, documented offer that the court will see when it decides costs.
What is the legal basis, and who can pay money into court?
The rules sit in Orders 5, 14 and 21 of the Rules of Court 2021. Payment into court is open to a defendant sued for a debt or damages, at any time after it files its notice of intention to contest or not contest, and to a claimant facing a counterclaim.
| Provision | What it says |
|---|---|
| Order 5 rule 1 | Duty to consider amicable resolution; make an offer before suing unless there are reasonable grounds not to; no rejection without reasonable grounds |
| Order 5 rule 2 | Offer and rejection in writing; open for at least 14 days; terms kept from the court until the merits are decided; an offer with no expiry date lapses when the merits are decided |
| Order 14 rules 1 to 7 | Payment into court in a claim for a debt or damages; acceptance window; stay on acceptance; payment kept from the trial judge |
| Order 21 rule 2(2)(a) | Court must have regard to efforts at amicable resolution when fixing or assessing costs |
| Order 21 rule 3(2) | Costs normally go to the successful party unless some other order is appropriate |
| Order 21 rule 4(c) | Court may reduce or disallow a winning party’s costs, or order it to pay costs, if it did not discharge its Order 5 duties |
The payment is made in satisfaction of the cause of action, and is treated as covering the interest that a judgment on the payment date would include (Order 14 rule 1(7)), so the board should price interest into the figure. Where several claims are joined, the notice must say which claims the money covers. A defendant with its own counterclaim can state that the payment takes it into account (Order 14 rule 2).
A claimant company cannot pay into court on its main claim. To pressure a defendant, it uses a written Order 5 offer, usually marked “without prejudice save as to costs”. You can read Order 14 of the Rules of Court 2021 on Singapore Statutes Online. Cases started before 1 April 2022 may still run under the 2014 Rules, so your solicitor will first confirm which set applies.
How does a company make an offer to settle, step by step?
The process starts in the boardroom, not the court registry. The directors decide and authorise the figure, the solicitor files or serves the offer, and the company secretary records the decision.
- Get a merits and costs view. Ask the solicitor for a realistic range of outcomes, the likely costs order if the case runs to trial, and your own legal fees to that point.
- Board decision. Under section 157A of the Companies Act 1967, the business of a company is managed by or under the direction of the directors. Pass a directors’ resolution approving the figure, the form of offer and who may instruct the solicitor.
- Choose the tool. A defendant to a money claim with the cash available can pay into court; otherwise the solicitor drafts a written Order 5 offer.
- Set the terms. State the amount, whether it includes interest and costs, the payment date and an expiry date of at least 14 days.
- Serve the notice. For a payment into court, the solicitor pays the money in and serves Form 27 on the claimant and every other defendant. The claimant must acknowledge it in writing within 3 days (Order 14 rule 1(2)).
- Wait out the window. The claimant may accept within 14 days and before trial begins. If money is paid in or increased after trial has begun, the claimant has 2 days to accept, before the judge starts delivering judgment (Order 14 rule 3(2)).
- Review and adjust. A payment can be increased without the court’s permission, but not withdrawn or reduced without it (Order 14 rule 1(3)). Take any increase back to the board.
- Record the outcome. Keep the resolution, notice, acceptance or rejection and the solicitor’s advice on the litigation file.
If your company has only just been served, see our guide on what to do when your Singapore company has been sued.
What happens if the offer is accepted, refused or withdrawn?
If a payment into court is accepted, the claims it covers are stayed and the claimant becomes entitled to the money. If it is not accepted, the money stays in court until the court orders it paid out.
- Accepted: the claimant serves Form 28 on every defendant, and further proceedings on the claims covered are stayed (Order 14 rule 3(4)). In some cases, such as payment by only some of several defendants, payment out needs a court order that also deals with costs (Order 14 rule 4).
- Not accepted: the money can only come out under a court order made before, at or after trial (Order 14 rule 5).
- Withdrawal: a notice of payment cannot be withdrawn without permission. An Order 5 offer with no expiry date lapses once the court decides the merits, unless the offeror said otherwise (Order 5 rule 2(4)).
Settling by acceptance does not usually need any ACRA lodgement. Where the deal is written up separately, see our notes on the deed of settlement and on settlement by instalments.
How does an offer to settle shift costs if the other side does better or worse at trial?
There is no automatic formula any more. The judge sees the offer or payment only after deciding the merits, and then weighs it as part of the costs decision.
The terms of an unaccepted Order 5 offer must not be made known to the court until it is dealing with costs (Order 5 rule 2(3)). A payment into court must not be pleaded or mentioned at trial until liability and the amount have been decided (Order 14 rule 7). At the costs stage, Order 21 rule 2(2) lists the parties’ efforts at amicable resolution first among the relevant circumstances, alongside conduct, proportionality and the stage at which the case ended.
In the Cheng Shi Ying case, the judge noted that the reasonableness of an offer is not the same as its size: a small offer may be reasonable if the claim turns out to have no merit. He added that in protracted negotiations a party should make clear its offer is final, marked without prejudice as to the merits but open as to costs.
| Outcome at trial | How the offer can be used on costs |
|---|---|
| Claimant wins less than the defendant’s refused offer or payment in | Defendant can argue the trial was unnecessary from the offer date and ask for costs from then; the court decides |
| Claimant wins more than the defendant’s offer | The offer usually carries little weight; costs tend to follow the event |
| Claimant wins at least as much as its own refused offer | Claimant can argue the defendant should have accepted |
| Winner itself refused offers without good reason | Its costs may be reduced or disallowed (Order 21 rule 4(c)) |
The Singapore Courts explain the general approach on their page about costs and costs orders. Costs against directors or funders follow separate rules; see our guide to non-party costs orders.
Payment into court or a written offer: which should your company use?
Use payment into court when your company is the defendant to a money claim and wants the strongest signal. Use a written Order 5 offer, marked without prejudice save as to costs, in every other case. Mediation can run alongside either.
| Feature | Payment into court | Written Order 5 offer |
|---|---|---|
| Who can use it | Defendant to a debt or damages claim; claimant against a counterclaim | Any party, before or during proceedings |
| Money committed | Yes, paid into court | No, a promise to pay |
| Acceptance period | 14 days, and before trial begins | At least 14 days, or as agreed |
| Withdrawal | Only with court permission | Per the offer’s terms and expiry date |
| Non-monetary terms | No | Yes, for example return of goods |
For lower value State Courts cases on the simplified process, parties should exchange written proposals on Form 4, on a without prejudice save as to costs basis, 7 days before the first civil simplified case conference.
What documents are needed, and what does the company secretary prepare versus the solicitor?
The solicitor prepares and files the court documents; the company secretary or corporate service provider prepares the authority and the record. Court proceedings, including payment into court, are conducted by a Singapore Advocate and Solicitor acting for the company.
| Document | Prepared by |
|---|---|
| Directors’ resolution approving the offer | Company secretary or CSP |
| Board minutes recording the reasons and advice considered | Company secretary or CSP |
| Advice on merits and costs exposure | Solicitor |
| Notice of payment into court (Form 27) or written Order 5 offer | Solicitor |
| Notice of acceptance (Form 28) | Claimant’s solicitor |
| Accounting entries for money paid in or received | Company’s accountant |
Money paid into court remains the company’s until it is accepted or ordered out, so the books should show it as money held in court rather than an expense until the outcome is known. Your accountant will advise on any note about the pending claim in the financial statements.
How long does it take and what drives the cost?
The rules fix the response windows, but overall timing depends on the stage of the case. Legal fees depend on the solicitor’s terms; your solicitor will confirm any filing fee from the current court fee schedule.
| Stage | Timing | Cost drivers |
|---|---|---|
| Merits and costs advice | Days to weeks | Volume of records, complexity |
| Board approval | Same day to one week | Meeting or written resolution |
| Payment in and notice | Any time after the notice of intention to contest or not contest | The settlement sum; solicitor’s time |
| Claimant’s acknowledgement | Within 3 days | None |
| Acceptance window | 14 days, or 2 days once trial has started | Any counter-offer |
| Costs hearing | After judgment on the merits | Submissions on the offer’s reasonableness |
Assumptions: one claim for a debt or damages, represented parties, no appeal. If the other side may not be able to pay costs at the end, ask your solicitor about security for costs at the same time.
What are the common mistakes companies make with offers to settle?
Most mistakes come from treating the offer as a gesture rather than a document a judge will read at the costs stage.
- Quoting Order 22A in a case under the 2021 Rules, which undermines the offer’s credibility.
- No board authority, inviting a dispute over whether the offer bound the company.
- Silence on interest and costs, which makes the offer hard to compare with the judgment.
- No expiry date, or a period shorter than 14 days without agreement.
- Rejecting by silence. Rejections must be in writing, and refusing without reasonable grounds can cost even a winner part of its costs.
- Repeated “final” offers that blur which one is the benchmark.
- Mentioning the payment in at trial, contrary to Order 14 rule 7.
- Poor records, leaving the company unable to prove its settlement efforts.
If the dispute has not reached court yet, a clear letter of demand is usually the first written step, and you can speak to a lawyer about pairing it with an offer.
Frequently asked questions
Does Singapore still have the Order 22A offer to settle?
Not for cases under the Rules of Court 2021, which apply to civil proceedings started on or after 1 April 2022. Order 22A belonged to the 2014 Rules. Offers now affect costs through the court’s discretion under Order 21 rule 2.
Can a claimant company pay money into court?
Only against a counterclaim made against it (Order 14 rule 6). On its main claim, a claimant uses a written Order 5 offer, usually marked without prejudice save as to costs.
Can we take back money we paid into court?
Not on your own. A notice of payment cannot be withdrawn or reduced without the court’s permission, and unaccepted money stays in court until the court orders it paid out.
Will the judge know about our offer during the trial?
No. An unaccepted Order 5 offer is kept from the court until the merits are decided, and a payment into court is not disclosed until liability and amount are decided.
Does the board need to approve an offer to settle?
The Companies Act 1967 places management of the business with the directors, so the board, or a director it has authorised, should approve the offer. A written directors’ resolution is the cleanest record.
For help with board resolutions and statutory records, see our sister site Singapore Secretary Services, and use our free compliance deadline calculator to keep AGM and annual return dates on track while the dispute runs.
Need help with this?
Raffles Corporate Services can handle the ACRA filings, compliance documentation and records for you, and where court proceedings or legal advice are needed, we work with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice.
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Last reviewed: 20 October 2026. The Editorial Team, Raffles Corporate Services.