Short answer: An ACRA summons means ACRA is prosecuting your company and its directors in court, usually after a composition offer was refused or repeat late filings. It arrives by registered mail, a director or authorised representative must attend, and a conviction can carry a fine of up to S$10,000 per charge.
Key facts at a glance
- Basis for annual return duties: section 197 of the Companies Act 1967, as cited on ACRA’s penalties page (last updated 14 October 2026).
- Late lodgment penalty for filing due dates on or after 14 January 2022: S$300 if up to three months late, S$600 if more than three months late.
- Composition sum in ACRA’s worked example for a late AGM and late annual return: at least S$500 for each breach.
- Maximum fine on conviction: up to S$10,000 per charge, with a possible default penalty.
- A director who fails to attend court faces a warrant of arrest. The company may be tried in its absence if no representative attends.
- Three or more filing convictions in five years lead to a five-year director disqualification under sections 155 and 155A as described by ACRA.
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 ACRA summons and when does ACRA issue one?
An ACRA summons is a court document that starts a criminal prosecution against a company and its directors for a filing breach, most often a late annual general meeting (AGM) or a late annual return. It is a criminal matter between ACRA and the company and its directors, not a civil claim by a creditor.
According to ACRA, it may prosecute a company and its directors in court if the composition sum is not accepted, if the company has multiple or repeated late filings, or if ACRA decides not to offer a composition at all. Because a late AGM often leads to a late annual return, one prosecution can cover both breaches. ACRA states the annual return duty arises under section 197 of the Companies Act 1967.
What is the difference between a late lodgment penalty, a composition and a prosecution?
These are three different levels of consequence. The late lodgment penalty is automatic, a composition is an offer to settle without going to court, and a prosecution is the court route.
| Level | What it is | Amount stated by ACRA |
|---|---|---|
| Late lodgment penalty | Applied automatically when you submit a late annual return on Bizfile | S$300 if up to three months after the deadline; S$600 if more than three months after (for due dates on or after 14 January 2022) |
| Composition sum | An offer by ACRA to settle a late filing without court prosecution | In ACRA’s worked example, at least S$500 for a late AGM and at least S$500 for a late annual return |
| Court prosecution | A summons, a court date and a verdict | If convicted, a fine of up to S$10,000 per charge, and possibly a default penalty |
ACRA also notes that these are the most common outcomes for a single breach, and that it may pursue more serious action depending on the circumstances. Our sister-site article on composition fines for missed AGMs and annual returns covers the settlement route in more detail.
How does a summons reach the company?
ACRA sends the summons by registered mail to the company’s registered office or to the director’s home address. The summons states the court date and time and which court the company’s representative or director must appear before.
This is why the registered office matters. If mail at the registered office is not collected, or the company moved and nobody updated the address, a summons can sit unread. If your registered office provider is changing, our guide on keeping correspondence continuous explains how to hand over incoming mail. A company must also file a change of registered office address within 14 days of the change.
Who must attend court and what are the options?
A director, or a representative holding a letter of authority, must attend. ACRA states this applies even if an appeal against the penalty is still being processed.
At the hearing, the director or representative may choose to:
- accept a composition, if ACRA offers one after issuing the summons;
- plead guilty; or
- claim trial to dispute the charges.
If the company does not send a representative, the court may proceed with the hearing in the company’s absence. If a director fails to attend, a warrant for the director’s arrest will be issued. Court proceedings are conducted by a Singapore Advocate and Solicitor, who can advise on which option suits the facts. A company secretary does not appear as advocate.
What documents should the company gather?
Having the paper trail ready helps the lawyer, and it helps the director decide quickly whether to accept a composition where one is offered.
| Document | Why it matters |
|---|---|
| The summons and any ACRA letters or composition offers | Shows the charges, the court and the date, and whether a composition was offered |
| Financial year end and AGM dates, with the AGM notice and minutes or written resolutions | Shows when the AGM was actually held or dispensed with |
| Bizfile filing receipts for the annual return | Shows when the annual return was submitted and any late lodgment penalty paid |
| Evidence of any extension of time | ACRA allows a 60-day extension, at S$200 per application |
| Any appeal submitted to ACRA | Shows representations made, though attendance is still required |
| Letter of authority for any representative | Needed if a representative will attend instead of the director |
How long does it take and what does it cost?
ACRA gives few timelines for the court stage itself, and lawyers’ fees vary by firm and by whether the charge is contested, so no single fee can be stated responsibly. The figures below are the ones ACRA publishes.
| Item | Figure | Source detail |
|---|---|---|
| Appeal review | About four weeks, longer at peak periods or if clarifications are needed | ACRA late lodgment appeal form |
| Extension of time to file an annual return | Up to 60 days, S$200 per application | ACRA extension page |
| Annual return filing fee | S$60 | ACRA filing guide |
| Maximum fine on conviction | S$10,000 per charge, plus possible default penalty | ACRA penalties page |
Legal fees for attending a hearing depend on the firm, so ask for a written quote before you instruct anyone.
What does the company secretary prepare and what does the solicitor handle?
The company secretary organises the corporate record and the filings. The solicitor deals with the court.
- Company secretary: assemble the AGM and annual return history, file any overdue annual return on Bizfile, confirm officer particulars, prepare letters of authority and diarise the court date.
- Solicitor: advise on composition versus plea versus trial, appear in court, make mitigation or appeal to ACRA where appropriate.
Filing the overdue annual return promptly is still important. ACRA’s guidance on striking off notes that where a company has outstanding annual returns, filing them promptly may facilitate a favourable outcome to an objection. Where a company has missed more than one financial year, ACRA says all overdue returns must be filed first.
What happens after the court case?
If the director pays a fine or composition, the company still has to remain compliant. A conviction counts as a filing offence. Under sections 155 and 155A as ACRA describes them, a director convicted of three or more filing offences in five years is disqualified for five years, and a director with three or more companies struck off by ACRA within five years is disqualified for three years on a first occasion or five years for a repeat. A director can also be debarred from new appointments as a director or company secretary for failing to lodge required documents for a continuous period of three months or more.
Persistent non-filing can also lead to ACRA-initiated striking off under section 344(1) of the Companies Act. For the wider picture, see our guide to director disqualification and our summary of late filing penalties for Singapore companies. ACRA’s own page on penalties and enforcement for late annual returns and its page on directors’ duties are the primary sources.
What are the common mistakes?
- Ignoring a registered letter because it looks routine.
- Assuming that a pending appeal excuses attendance. ACRA says the director or representative must still attend.
- Sending a representative without a letter of authority.
- Filing the annual return late and forgetting that the AGM may also have been late.
- Leaving a registered office address out of date so that ACRA mail goes astray.
- Treating the matter as a company problem only, when the summons names directors personally.
Frequently asked questions
Does ACRA always offer a composition before issuing a summons?
No. ACRA says it may prosecute where a composition is not accepted, where there are multiple or repeated late filings, or where it decides not to offer a composition.
Can I still accept a composition after the summons is issued?
Possibly. ACRA lists accepting composition, if ACRA offers it after issuing the summons, as one option at the hearing. It is not guaranteed.
What happens if no one from the company turns up?
The court may proceed in the company’s absence. If a director fails to attend court, a warrant for that director’s arrest will be issued.
Can a company secretary attend instead of a director?
ACRA says a representative with a letter of authority, or a director, must attend. The representative is not the company’s advocate, so take legal advice on what to say at the hearing.
Does paying the S$300 or S$600 late lodgment penalty end the matter?
Not necessarily. ACRA states that the penalty is applied automatically on filing, and that ACRA may take further enforcement action in addition.
Need help with this?
Our team at Raffles Corporate Services can prepare the resolutions, registers and ACRA filings, 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.
Email: [email protected]
Call, SMS or WhatsApp: +65 8501 7133
Last reviewed: 26 October 2026. The Editorial Team, Raffles Corporate Services.
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