If a company does not hold its Annual General Meeting and/or file its Annual Return within the required timeframe, the company may be issued a summons.

It is possible to appeal against such summons. The Accounting and Corporate Regulatory Authority (ACRA) allows anyone to appeal to them for a review of the summons issued against him. The appellant can fill out a form that is located at this link: https://form.gov.sg/64b77f7b7075fe0011f7c3eb


Alternatively, there may be other breaches. For example, a company may have changed its company address and the address is not updated. A third party may lodge a complaint with ACRA using the ACRA Investigations Request Form located at this link: https://form.gov.sg/641d097de347930012ca3129. The feedback provided is confidential. ACRA will investigate the matter and if action needs to be taken, it will look into the matter.


Just like any appeal, when an appeal is made to ACRA, the appellant must include a reason for the breach. Here are a list of common reasons cited and reasons that such a reason will be rejected.


  1. Just a nominee or “sleeping” director
    There is no nominee or “sleeping” director under the Companies Act. All directors have a duty to act honestly and diligently in the discharge of their duties (section 157 of the Companies Act)
  2. Do not have 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. The company should allocate sufficient budget and resources to compliance to adhere to the law.
  3. The company is small and cannot justify the cost of hiring a corporate secretary to deal with corporate compliance
    As mentioned earlier, a company should allocate sufficient budget and resources to compliance to adhere to the law. A company is not allowed to use the excuse that it is small to justify not hiring expertise to aid it in complying with the relevant laws.
  4. Do not know how to use the online system to file Annual Returns
    ACRA provides online step-by-step guides for setting up and closing a business as well as compliance filings. Alternatively, a company can hire external parties like an ACRA Filing Agent to aid with matters like the filing of Annual Returns.
  5. Did not receive any reminders from ACRA to hold AGM or to file Annual Returns
    ACRA does not send reminders to companies to hold their AGM or to file their Annual Returns. The company will need to be aware of the respective due dates.
  6. The duty is on the hired corporate secretary to deal with compliance matters. The directors do not need to care about such matters once they engage a corporate secretary.
    That is highly inaccurate. The directors are responsible for compliance matters. The directors may engage professional help or get in-house staff to deal with corporate compliance. However, ultimately, the responsibility is on the directors. If the directors believe that the hired corporate secretary is not doing a good job, they should change corporate secretary.
  7. The directors did not review the information because the company hired professionals to prepare the information filed.
    The ultimate responsibility lies with the directors. They are the ones who are responsible for all statutory compliance matters. The failure of the company to adhere to such statutory requirements will lie with the directors. As mentioned previously, if the directors deem that the hired professionals are not suited for the job, it is their responsibility to engage better suited ones.


Source: https://www.acra.gov.sg/compliance/enforcement-policy-statement/making-representations-to-acra-on-compliance-or-investigative-matters


Yours sincerely,

The editorial team at Raffles Corporate Services