AGM and AR breaches
- A person who wishes to make representations to ACRA to review the summons issued against him (for example, to reduce the number of charges) or to reduce the composition sum or late filing penalty (for late filing of AR) would have to download a “Representation Form” from this link (PDF, 513KB) and provide the basis for his representations. Supporting documents (if any) must be attached. The completed Representation Form must be sent to ACRA (Attention: Enforcement Department (Enforcement)) by:
- Email to: firstname.lastname@example.org
- Posting or delivering to ACRA at:
10 Anson Road,
#05-01, International Plaza,
- A person who wishes to make representations to ACRA to review the summons issued against him (for offences other than those cited in paragraph 42) or to reduce the composition sum would also have to download a “Representation Form” from this link (PDF, 300KB) and provide the basis for his representations. Supporting documents (if any) must be attached. The completed Representation Form must be sent to ACRA (Attention: Enforcement Department (Investigation)) by:
- ACRA will require time to consider each representation and we may take up to 8 weeks to do so. At times, ACRA may request for additional information or supporting documents to support a claim made in the representation.
- Please note that representations are rarely acceded to after consideration. These are common representations that will be rejected:
||Reason cited in Representation
||Why the Representation is Rejected
||Just a nominee or “sleeping” director
||The Companies Act does not recognise nominee or “sleeping”. All directors are under a duty to act honestly and diligently in the discharge of their duties.
||Do not have the time or money to deal with compliance requirements
||Compliance with the law should form part of the management of a business right from the start. Budget and resources in relation to compliance matters should be provided for right from the start of every business and thereafter, every year.
||Company is small and cannot justify the cost of hiring a corporate secretary
||Do not know how to use the online system to file Annual Returns.
||ACRA’s website provides step-by-step guides for setting up & closing a business and compliance matters. The ACRA Helpdesk provides services for those who require further assistance at email@example.com.
||The duty is on the hired corporate secretary to take care of matters
||Directors are responsible for compliance matters. Directors may engage professionals or instruct their staff but they are ultimately accountable to meet their statutory obligations.
||Relied on reports, statements, financial data and other information prepared by employees with professional or expert advice and did not review the information
||Did not receive any reminders from ACRA for the holding of AGMs/filing annual returns etc
||Reminders are sent to company officers with email addresses registered in ACRA’s records. Failure to receive reminders may be due to company officers not having updated their email addresses with ACRA.
Company officers ought to be aware of the compliance requirements regardless of any reminders which are sent as a matter of courtesy.
Important: Giving False Information
Please also note that the giving of false information in the complaint is a criminal offence and the person who gave the false information may be subject to prosecution and sentenced to a fine and/or imprisonment if convicted
Seeing a Compliance Manager
- If a person wishes to see a compliance manager to discuss his case, he would need to make an appointment with the compliance manager so that an appropriate date and time may be set aside by the compliance manager for the discussion.
- Before seeking an appointment, the requestor must complete a Representation Form and send it to ACRA using the steps mentioned in paragraph 45. This is to enable the compliance manager to assess whether the case is better dealt with through a telephone conversation, or a written reply without the need for a meeting.
- If the person does not provide sufficient information and supporting documents in the Representation Form, the compliance manager would need to take time to contact the person to obtain more information. This will lead to delays in reviewing the case.
- If an appointment is necessary, the compliance manager will contact the person by phone or via email to inform the person of the appointment date and time.
- This Enforcement Policy Statement represents a summary of our present stand on investigation, compliance and enforcement matters. It is not meant to explain all the applicable laws and any omission of any information herein does not mean that an affected stakeholder will not be investigated or that compliance or enforcement action will not be taken.
- This Enforcement Policy Statement is not intended to bind ACRA staff and is not meant as a legal guide or provision of any legal advice. When in doubt, affected stakeholders should consider seeking independent legal advice.
- This Enforcement Policy Statement is a live document and is subject to updates. Readers should always refer to the version on ACRA’s website for the most current version.