Who has to attend court for an ACRA summons depends on who has been charged. ACRA can prosecute the company, its directors, or both, and each accused receives its own summons. A director named on a summons must attend personally, and ACRA warns that a warrant of arrest will be issued if a director fails to appear. A company named on a summons attends through a director or a representative carrying a Letter of Authorisation. If nobody appears for the company, the court may hear the case in its absence. Shareholders who are not officers are not prosecuted for the company’s filing defaults.
This guide explains how to read the summons, which officers can be charged, why one director may be summoned while another is not, and how to plan attendance when several people are involved.
How do you tell who has been charged?
Each summons names one accused. ACRA sends summonses by registered mail to the company’s registered office or to a director’s residential address. Section 407 of the Companies Act 1967 also allows personal service and service on an adult at the person’s home or business. Look for:
- The accused’s name. A company’s name ends in “Pte. Ltd.” or “Ltd.”. An individual is identified by name and NRIC, FIN or passport number.
- The charge. The section breached, for example section 197 (annual return) or section 175 (AGM), and the financial year concerned.
- The court, date and time. ACRA states which court the director or representative must attend.
Gather every summons that has arrived at the registered office and at each director’s home. Directors often learn only at court that a colleague was also summoned.
Who can ACRA charge for a company’s filing default?
Most filing provisions make both the company and “every officer of the company who is in default” guilty of an offence. Section 408(3) of the Companies Act defines an officer in default as one who knowingly and wilfully is guilty of the offence or authorises or permits the default.
| Person | Can be charged for a filing default? | Notes |
|---|---|---|
| The company | Yes | Appears through a representative or a director |
| Directors | Yes, as officers in default | Including nominee and resident directors, and foreign directors |
| Company secretary | Yes, as an officer in default | The secretary is an officer under the Act |
| Shareholders (not officers) | No | Shareholding alone does not make a person an officer |
| Former directors | Possibly, for defaults during their tenure | Liability depends on the dates of the default and the appointment |
Some offences apply to individuals directly rather than through the officer-in-default rule. For example, section 401(2) makes it an offence for any person to make a false or misleading statement in a document required by the Act, and the offence under section 204 for financial statement breaches applies to each director. For an overview of the offences ACRA prosecutes, see our guide on what ACRA actually prosecutes.
Why was one director summoned and not the other?
ACRA decides whom to charge. Reasons a director may be charged while a co-director is not include:
- One director was in office for the whole period of default and the other was appointed later.
- ACRA’s records show one director as responsible, for example the director who received the earlier reminders.
- One director has a history of defaults with other companies.
- ACRA chose to prosecute the company only, with no individual charged.
Being the only director summoned does not by itself mean you were more at fault, and it does not stop a co-director being charged later. If you believe you were not an officer in default, for example because you resigned before the deadline, read our guide on defences for a director charged with an ACRA filing offence and get legal advice before the first mention.
Attendance rules for each accused
A director charged personally
The director must attend court. ACRA’s guidance on penalties for not holding an AGM states that if a director does not attend court, a warrant of arrest will be issued. The company cannot send a representative for a director’s personal charge. The Singapore Courts confirm that a representative under a company’s Letter of Authorisation cannot stand in for an individual who is charged.
Under section 154 of the Criminal Procedure Code 2010, a court may in some cases allow an accused to appear through a lawyer instead of in person. For offences punishable only by a fine or with imprisonment of up to 12 months, an accused who wishes to plead guilty may also be able to plead guilty by letter or through a lawyer, unless the court requires personal attendance. Do not assume either route is available. Take advice and follow the court’s directions.
The company
The company attends through a representative appointed under section 117 of the Criminal Procedure Code 2010. The representative can be a director, the company secretary or another person the company appoints by a Letter of Authorisation. If no one appears, the court may proceed in the company’s absence under section 156 of the CPC, provided it is satisfied the summons was properly served. See whether the company secretary can attend for the company.
Both the company and a director
The director attends for his or her own charge and can also represent the company with a Letter of Authorisation signed by another officer. If the director signs his or her own letter, check it is acceptable to the court, or have another director or the secretary sign it.
Planning attendance: a practical sequence
- List every summons with the accused, charge, court and date.
- Bring the filings up to date. ACRA’s charges are usually about missing documents. Lodging them is the first step.
- Check whether composition is still available. ACRA may offer composition after a summons. See composition after an ACRA summons.
- Agree the plea for the company by board resolution, and for each director individually. Each director decides his or her own plea.
- Appoint the company representative and prepare the Letter of Authorisation.
- Deal with clashes early. If a director cannot attend, apply to change the date before the hearing. See postponing an ACRA court date.
Example
This example is hypothetical. A company has three directors: a Singapore resident director, a Malaysian director and an Australian founder. ACRA charges the company and the Singapore director with failing to file the annual return. The foreign directors receive nothing. The Singapore director attends for herself. The founder signs a Letter of Authorisation so that she can also represent the company. Both plead guilty after the annual return is filed. The foreign directors are not required to attend, but they should note that the Singapore director now has one conviction that counts towards disqualification under section 155 of the Companies Act if further convictions follow within five years.
Frequently asked questions
I am a nominee director. Do I have to attend?
Yes, if you are named on a summons. A nominee director has the same legal duties as any other director, and the summons applies to you personally. Speak to the company’s owners about filing what is overdue before the court date.
I resigned last year. Why have I been summoned?
Liability depends on whether you were an officer when the default occurred. Bring evidence of your resignation date and the date ACRA was notified, and consider taking legal advice before entering a plea.
Can a shareholder go to court instead of a director?
A shareholder can be appointed as the company’s representative for the company’s charge. A shareholder cannot attend for a director who has been charged personally.
What if the summons went to an old registered office?
Service at the registered office on ACRA’s records is generally effective, which is why keeping the address current matters. If you only learn of a hearing after it has passed, act immediately. See what to do after a missed ACRA court date.
Official sources
Section 408 of the Companies Act 1967 defines an officer in default, and section 117 of the Criminal Procedure Code 2010 covers company representatives. For the full process, read our complete guide to ACRA court summonses.
Need help working out who must attend court?
If your company, or you as a director or shareholder, has received ACRA summonses and you are unsure who must 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. 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