Prosecutors in the Accounting & Corporate Regulatory Authority (“ACRA”) are authorised to prosecute breaches under the various Acts administered by the ACRA. Upon conviction, the State Court is empowered to sentence an offender to a fine, a term of imprisonment or to both, depending on the punishment prescribed by the legislation. Some of the cases prosecuted by ACRA’s prosecutors are highlighted below.
List of Prosecution of Cases in the State Courts (2024)
| Case | Offence | Summary of Case |
|---|---|---|
| PP v Siau Lee Cheu | Section 197(6) read with section 408(3)(b) of the Companies Act. Section 157(1) read with section 157(3) of the Companies Act. | On 19 December 2024, Ms Siau Lee Cheu (“Ms Siau”) was convicted in State Court No. 7A for the following offences: (a) 19 charges under section 197(6) of the Companies Act for committing the offence of failing to lodge the annual returns of 19 companies. Another 59 charges under section 197(6) of the Companies Act for failing to lodge the annual returns of 20 companies were taken into consideration for the purpose of sentencing. (b) 1 charge under section 157(1) read with section 157(3)(b) of the Companies Act for failing to use reasonable diligence in the discharge of her duties as a director of Simpletradery Pte Ltd, for lodging a document “Change of Financial Year End” for the company declaring in that document that the relevant period for change of FYE had not expired when in fact the said period had expired. Another 2 charges for failing to use reasonable diligence in the discharge of her duties as a director of 2 companies in breach of section 157(1) of the Companies Act were taken into consideration for the purpose of sentencing. Upon her conviction, Ms Siau was fined $1,300 per charge for the section 197 charges and $3,000 for the section 157 charge, amounting to a total fine of $27,700. It is an offence under section 197(6) read with section 408(3)(b) of the Companies Act for a director to knowingly and wilfully permit a company to fail to lodge a return with the Registrar within 7 months after the end of its financial year. The prescribed maximum sentence for committing such an offence is a fine not exceeding $5,000. It is an offence under section 157(1) read with section 157(3)(b) of the Companies Act for a director to fail to use reasonable diligence in the discharge of the duties of his office. The prescribed maximum sentence for committing such an offence is a fine not exceeding $5,000 or imprisonment for a term not exceeding 12 months. |
| PP v Wong Yuen Soon | Section 401(2A)(a) of the Companies Act | On 20 November 2024, Mr Wong Yuen Soon (“Mr Wong”), was convicted in State Court No. 7A of a charge under section 401(2A)(a) Companies Act for lodging a document “Notice by Local Company of Alteration in Share Capital under s71” with the Registrar of Companies in respect of a company, B.W.C.G Pte Ltd, knowing the said document to be false in a material respect, by stating the “Amount of Paid Up Share Capital” of the company had increased from $1 million to $100 million in the “Change in Share Capital Details” section of the said document when the accused knew the company had not been paid $99 million to increase the company’s amount of paid up share capital from $1 million to $100 million. Another charge against Mr Wong for the offence of failing to lodge a notice with the Registrar of Companies to inform of the change of address of the company’s registered office within fourteen days after the said change, in contravention of section 143(1) of the Companies Act was taken into consideration for sentencing. On 18 December 2024, Mr Wong was fined $8,000. It is an offence under section 401(2A)(a) of the Companies Act, to lodge any document with ACRA knowing that document to be false or misleading in a material respect. The prescribed maximum sentence for committing such an offence is a fine not exceeding $50,000 or imprisonment for a term not exceeding 2 years or both. Pursuant to section 154 of the Companies Act, Mr Wong was also disqualified from acting as a director of any company, or taking part in the management of any company, for a period of 5 years. |
| PP v Yamagishi Sakurako | Section 157(1) read with section 157(3)(b) of the Companies Act. | On 9 December 2024, Mdm Yamagishi Sakurako (“Mdm Sakurako”), was convicted in State Court No. 7A of an offence under section 157(1) read with section 157(3)(b) of the Companies Act for failing to use reasonable diligence in the discharge of her duties as a director of Marina Bay Travel Pte. Ltd. Mdm Sakurako had instructed a corporate services provider to update the Register of Registrable Controllers to reflect that she was the company’s registrable controller when she was not, as she was merely a nominee shareholder. Upon her conviction, Mdm Sakurako was fined $2,400. It is an offence under section 157(1) read with section 157(3)(b) of the Companies Act, for a director to fail to use reasonable diligence in the discharge of the duties of his or her office. The prescribed maximum sentence for committing such an offence is a fine not exceeding $5,000 or imprisonment for a term not exceeding 12 months. |
| PP v Hu Zhiyu | Section 401(2A)(a) of the Companies Act | On 1 November 2024, Mr Hu Zhiyu, was convicted in State Court No. 7A of a single charge under section 401(2A)(a) of the Companies Act for lodging a document “Application for Striking off” in respect of a company with the Registrar of Companies knowing that the document was false in a material respect, by declaring in the document that all/majority of the directors authorised Mr Hu Zhiyu to submit the applications for striking off on behalf of the companies, knowing the said declaration is untrue because Mr Hu Zhiyu had only obtained the authorisation of one of the directors of the company to submit the application for striking off. Mr Hu Zhiyu was fined $9,000 per charge. It is an offence under section 401(2A)(a) of the Companies Act, to lodge any document with ACRA knowing that document to be false or misleading in a material respect. The prescribed maximum sentence for committing such an offence is a fine not exceeding $50,000 or imprisonment for a term not exceeding 2 years or both Pursuant to section 154 of the Companies Act, Mr Hu Zhiyu was also disqualified from acting as a director of any company, or taking part in the management of any company, for a period of 5 years. |
| PP v Guan Xu | Section 401(2A)(a) of the Companies Act | On 1 November 2024, Ms Guan Xu, was convicted in State Court No. 7A for the following offences: (a) 3 charges under section 401(2A)(a) of the Companies Act for lodging 3 documents “Change of Financial Year End” in respect of 3 companies with the Registrar of Companies knowing that those documents were false in a material respect, by declaring in each document that the relevant period for changing the financial year end for each company has not expired when she knew that the said period had in fact expired. Ms Guan Xu was fined $8,000 per charge for these offences. Another 7 charges in relation to 7 companies for the same offences were taken into consideration for the purpose of sentencing. (b) 3 charges under section 401(2A)(a) of the Companies Act for lodging 3 documents “Application for Striking off” in respect of 3 companies with the Registrar of Companies knowing that those documents were false in a material respect, by declaring in each document that all/majority of the directors authorised Ms Guan Xu to submit the applications for striking off on behalf of the companies, knowing the said declaration is untrue because Ms Guan Xu had only obtained the authorisation of one of the directors for each company to submit the application for striking off. Ms Guan Xu was fined $9,000 per charge for these offences. Another 6 charges relating to 6 companies for the same offences were taken into consideration for the purpose of sentencing. Ms Guan Xu was thereby sentenced to a global fine of $51,000. It is an offence under section 401(2A)(a) of the Companies Act, to lodge any document with ACRA knowing that document to be false or misleading in a material respect. The prescribed maximum sentence for committing such an offence is a fine not exceeding $50,000 or imprisonment for a term not exceeding 2 years or both. Pursuant to section 154 of the Companies Act, Ms Guan Xu was also disqualified from acting as a director of any company, or taking part in the management of any company, for a period of 5 years. |
| PP v Nadiah Bte Hassan | Section 401(2A)(a) of the Companies Act. | On 28 October 2024, Ms Nadiah Bte Hassan (“Ms Nadiah”), was convicted in State Court No. 7A for 6 counts of the offence under section 401(2A)(a) Companies Act. Ms Nadiah had lodged 6 “Change of Financial Year End” documents in respect of 6 companies with ACRA, and falsely declared that the 6 companies were under judicial management or a scheme of arrangement, when she knew that this was not true. Another 26 charges relating to 26 companies for the same offences were taken into consideration for the purpose of sentencing. Ms Nadiah was fined $7500 per charge, amounting to a total fine of $45,000. It is an offence under section 401(2A)(a) of the Companies Act to lodge any document with ACRA knowing that document to be false or misleading in a material respect. The prescribed maximum sentence for committing such an offence is a fine not exceeding $50,000 or imprisonment for a term not exceeding 2 years or both. Pursuant to section 154 of the Companies Act, Ms Nadiah was also disqualified from acting as a director of any company, or taking part in the management of any company, for a period of 5 years. |
| PP v Qiu Shuo | Section 401(2A)(b) of the Companies Act. | On 26 August 2024, Mr Qiu Shuo was convicted in State Court 7A for 3 offences under section 401(2A)(b) of the Companies Act, for authorising the filing of 3 "Update Register of Registrable Controller" documents with the Accounting and Corporate Regulatory Authority (“ACRA”) which he knew to be false in a material respect. Mr Qiu Shuo authorised his employee to file false information stating that Mr Qiu Shuo was the Registrable Controller ("RC") of 3 companies, when he was not the RC of the 3 companies. 7 similar charges for filing and authorising the filing of false RC information were taken into consideration for the purpose of sentencing. Upon his conviction, Mr Qiu Shuo was fined $9,000 on each charge, and ordered to serve a default sentence of 4 weeks' imprisonment on each charge. Total fine imposed was $27,000 in default 12 weeks' imprisonment. Pursuant to section 154 of the Companies Act, Mr Qiu Shuo was also disqualified from acting as a director of any company, or taking part in the management of any company, for a period of 5 years. |
| PP v Kuek Buck Hee Vincent | Section 56(1)(a) read with section 56(5) of the Accountants Act. | On 1 July 2024, Mr Kuek Buck Hee Vincent (“Mr Kuek”) was convicted in State Court 7A for 10 charges under section 56(1)(a) read with section 56(5) of the Accountants Act for practising as a public accountant without registration under the Accountants Act. 10 other similar charges were taken into consideration for the purpose of sentencing. Upon his conviction, Mr Kuek was fined $3,800 per charge amounting to a total fine of $38,000. It is an offence under section 56(1)(a) read with section 56(5) of the Accountants Act to practise as a public accountant without registration. The prescribed maximum sentence for committing such an offence is a fine not exceeding $5,000 or imprisonment for a term not exceeding 12 months or to both. |
| PP v Li Baozhu | Section 157(1) read with section 157(3)(b) of the Companies Act. | On 1 April 2024, Ms Li Baozhu (“Ms Li”) was convicted in State Court 7A for 2 charges under section 157(1) read with section 157(3)(b) of the Companies Act for failing to use reasonable diligence in the discharge of her duties as a director of Corp Nergy Pte Ltd, when she did not ensure that the Complainant had consented to be appointed as a director of Good Hings Pte Ltd and Flowear Pte Ltd when she lodged the “Incorporation of Local Company” documents with the Accounting and Corporate Regulatory Authority. Another similar charge was taken into consideration for the purpose of sentencing. Upon her conviction, Ms Li was fined $3,250 per charge, amounting to a total fine of $6,500. It is an offence under section 157(1) read with section 157(3)(b) of the Companies Act for a director to fail to use reasonable diligence in the discharge of the duties of his office. The prescribed maximum sentence for committing such an offence is a fine not exceeding $5,000 or imprisonment for a term not exceeding 12 months. |
| PP v Wang Yulong | Section 401(2A)(a) of the Companies Act. | On 28 March 2024, Mr Wang Yulong (“Mr Wang”) was convicted in State Court 7A for an offence under section 401(2A)(a) of the Companies Act, for filing a "Transfer of Shares" document with the Accounting and Corporate Regulatory Authority (“ACRA”) which he knew to be false in a material respect. Mr Wang was the owner of all 10,000 shares in Shebang Pte. Ltd. which is a company that ran a pub business. In February 2023, the Complainant bought the company and Mr Wang transferred all his shares in the company to the Complainant. Subsequently, on 23 August 2023, without the Complainant’s knowledge, Mr Wang transferred the Complainant’s 10,000 shares to himself and sold the business for $330,000. Mr Wang filed the false share transfer document stating that the Complainant had transferred his 10,000 shares in the company to Mr Wang, when no such share transfer had taken place. Upon his conviction Mr Wang was fined $25,000, and if he did not pay the fine, ordered to serve a default sentence of 15 days imprisonment. He served the default sentence. |
| PP v Tan Jia Huang | Section 401(2A)(b) the Companies Act. | On 11 March 2024, Mr Tan Jia Huang (“Mr Tan”), was convicted in the State Court No. 7A for an offence under section 401(2A)(b) of the Companies Act for authorising the filing of a document with the Accounting and Corporate Regulatory Authority ("ACRA") which he knew was false in a material respect. Mr Tan had authorised the filing of a document to strike off a company falsely declaring that the company had no outstanding court proceedings and liabilities when accused knew this company faced outstanding Small Claims Tribunal judgement debts and a law suit brought by the Competition and Consumer Commission of Singapore at the material time. Upon his conviction, Mr Tan was fined $9,000. Pursuant to section 154 of the Companies Act, Mr Tan was also disqualified from acting as a director of any company, or taking part in the management of any company, for a period of 5 years. It is an offence under section 401(2A)(b) of the Companies Act to authorise another person to lodge any document with ACRA knowing that document to be false or misleading in a material respect. The prescribed maximum sentence for committing such an offence is a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both. |
| PP v Bharathi D/O Subbiah | Section 401(2A)(a) of the Companies Act. | On 4 March 2024, Madam Bharathi d/o Subbiah (“Madam Bharathi”) was convicted in State Court 19D for the following offences: a) an offence under section 401(2A)(a) of the Companies Act for lodging a “Transfer of Shares” document declaring to The Accounting and Corporate Regulatory Authority (“ACRA”) that all 200,000 shares in Aunty Supermart Pte Ltd (“the company”) belonging to the Complainant, had been transferred to Madam Bharathi when, in fact, the Complainant had not agreed to the said transfer. Upon her conviction, Madam Bharathi was fined $18,000. The Complainant incurred a loss of $36,000. Pursuant to section 154 of the Companies Act, Madam Bharathi was also disqualified from acting as a director of any company, or from taking part in the management of any company for a period of 5 years. It is an offence under section 401(2A)(a) of the Companies Act, to lodge any document with ACRA knowing that document to be false or misleading in a material respect. The prescribed maximum sentence for committing such an offence is a fine not exceeding $50,000 or imprisonment for a term not exceeding 2 years or both. |
| PP v Yao Jie | Section 401(2A)(a) of the Companies Act. | On 29 January 2024, Mr Yao Jie (“Mr Yao”), was convicted in State Court No. 7A of an offence under section 401(2A)(a) of the Companies Act for making a false declaration to the Accounting and Corporate Regulatory Authority (“ACRA”). Mr Yao had declared that the information in the Annual Returns which he lodged with ACRA in respect of Jia Teng Fund Pte Ltd was up-to-date, accurate and complete and prepared in accordance to the Companies Act as the information was verified by a director of the said company, when in actual fact the director did not verify the information. Upon his conviction, Mr Yao was fined $7,500. Pursuant to section 154 of the Companies Act, he was also disqualified from acting as a director of any company, or from taking part in the management of any company for a period of 5 years. It is an offence under section 401(2A)(a) of the Companies Act to lodge any document with ACRA knowing that document to be false or misleading in a material respect. The prescribed maximum sentence for committing such an offence is a fine not exceeding $50,000 or imprisonment for a term not exceeding 2 years or both. |
| PP v Herath Mudiyanselage Athula Prasantha Lal | Section 157(1) read with section 157(3) of the Companies Act, Cap. 50. | On 15 January 2024, Mr Herath Mudiyanselage Athula Prasantha Lal ("Mr Herath"), a director of Skyline Profits Pte Ltd (“the Company”), was convicted in State Court No. 15A for an offence under section 157(1) read with section 157(3)(b) of the Companies Act, Cap. 50 for failing to use reasonable diligence in the discharge of his duties as a director. Mr Herath had authorised a corporate service provider to lodge a document "Return of Allotment of Shares" ("the said document") with the Registrar of Companies, stating the "Amount of Paid Up Share Capital" as Euro 15 billion in the "Share Capital Details" section of the said document, when he knew that the Company had not been paid Euro 15 billion for the allotment of 15,000,000,000 ordinary shares of the Company. Upon his conviction, Mr Herath was fined $2,500. It is an offence under section 157(1) read with section 157(3)(b) of the Companies Act, Cap. 50 for a director to fail to use reasonable diligence in the discharge of the duties of his office. The prescribed maximum sentence for committing such an offence is a fine not exceeding $5,000 or imprisonment for a term not exceeding 12 months. |
| PP v Tan Tse Haw | Section 154(5) Companies Act 1967 (2020 Rev. Ed.) | On 8 January 2024, Mr Tan Tse Haw (“Mr Tan”), was convicted in the State Court No. 7A for an offence under section 154(5) of the Companies Act 1967, for acting as a director of a company, SG Truck Automotive Private Limited, from 20 March 2023 to 10 June 2023, while disqualified from acting as a director of any company for a period of 5 years, in view of his previous conviction in 2021, for the offence of cheating. Mr Tan has been disqualified from acting as a director from 18 June 2021 to 7 September 2026. Another charge for acting as a director of A&J Logistics Pte. Ltd. from 1 June 2009 to 13 June 2023, was taken into consideration for the purpose of sentencing. Upon his conviction, Mr Tan was fined $9,000 on the charge. It is an offence under section 154(5) of the Companies Act for any person who is disqualified from acting as a director upon his conviction for an offence involving fraud or dishonesty punishable with imprisonment for 3 months or more, to act as a director of, or directly or indirectly take part in or be concerned in the management of a company, or of a foreign company to which Division 2 of Part XI applies, during the period the disqualification or disqualification order. The prescribed maximum sentence for committing such an offence is a fine not exceeding $10,000 or imprisonment for a term not exceeding 2 years or both. |
| PP v Poh Wee Chiow Roger | Section 157(1) read with section 157(3) of the Companies Act, Cap. 50. | On 8 January 2024, Mr Poh Wee Chiow Roger (“Mr Roger Poh”) a former executive director of Catalist-listed Allied Technologies Limited was convicted in State Court No. 7A for an offence under section 157(1) read with section 157(3)(b) of the Companies Act, Cap. 50 for failing to act honestly in the discharge of his director duties in relation to ATL’s acquisition of 51% of the shares in Activpass Holdings Pte Ltd (“Activpass”), a Singapore-incorporated company. Upon his conviction, Mr Roger Poh was sentenced to 6 months’ imprisonment. Mr Roger Poh admitted that he had facilitated ATL’s purchase of 51% of the shares in Activpass at a substantially higher price than what the sellers of the shares were prepared to sell the shares at. Roger Poh knew that at least S$10 million of the S$25.2 million purchase price would be paid to a company known as Kingsblade Pte Ltd (“Kingsblade”), and that his actions were motivated by his desire to obtain personal future benefits from Zheng Jiabin (one of the directors of Kingsblade), in the form of future appointments as directors of other listed companies, and the accompanying director fees from these appointments. It is an offence under section 157(1) read with section 157(3)(b) of the Companies Act, Cap. 50 for a director to fail to act honestly in the discharge of the duties of his office. The prescribed maximum sentence for committing such an offence is a fine not exceeding $5,000 or imprisonment for a term not exceeding 12 months. |
List of Prosecution of Cases in the State Courts (2023)
| Case | Offence | Summary of Case |
|---|---|---|
| PP v Xie Yong | Section 175(1)(b) read with section 175(4)(a) and section 408(3)(b) of the Companies Act, Cap. 50;
Section 197(1)(b) read with section 197(6) and section 408(3)(b) of the Companies Act, Cap. 50;
Section 401(2A)(a) of the Companies Act, Cap 50;
Section 157(1) of the Companies Act, Cap 50 punishable under Section 157(3)(b) of Companies Act, Cap. 50; and Section 157(1) of the Companies Act, Cap 50 punishable under Section 157(3)(b) of the Companies Act, Cap. 50 read with Section 109 of the Penal Code, Cap. 224. | On 18 December 2023, Mr Xie Yong, was convicted in State Court No. 11B for the following offences: |
| PP v Woo Kang Wei | Section 401(2A)(a) of the Companies Act, Cap. 50. Section 157(1) read with section 157(3) of the Companies Act, Cap. 50 | On 27 November 2023, Mr Woo Kang Wei (“Mr Woo”) was convicted in State Court 19B, after a trial, for the following offences: a) an offence under section 401(2A)(a) of the Companies Act, Cap. 50, for lodging a “Transfer of Shares” document declaring to ACRA that 500 shares in a company belonging to another shareholder had been transferred to a third party when, in fact, the said shareholder had not agreed to the said transfer. Upon his conviction, Mr Woo was fined $10,000. b) an offence under section 157(1) read with section 157(3)(b) of the Companies Act, Cap. 50 for failing to use reasonable diligence in ensuring that a board resolution relating to a director’s vacation of his directorship in a company, was passed in accordance with the company’s constitution. Upon his conviction, Mr Woo was fined $3,200. Pursuant to section 154 of the Companies Act Cap. 50, Mr Woo was also disqualified from acting as a director of any company, or from taking part in the management of any company for a period of 2 years. It is an offence under section 401(2A)(a) of the Companies Act, Cap. 50, to lodge any document with ACRA knowing that document to be false or misleading in a material respect. The prescribed maximum sentence for committing such an offence is a fine not exceeding $50,000 or imprisonment for a term not exceeding 2 years or both. It is an offence under section 157(1) read with section 157(3)(b) of the Companies Act, Cap. 50 for a director to fail to use reasonable diligence in the discharge of the duties of his office. The prescribed maximum sentence for committing such an offence is a fine not exceeding $5,000 or imprisonment for a term not exceeding 12 months. [Note: Mr Woo’s appeal against sentence and conviction was heard and dismissed by the High Court on 25 October 2024. The High Court also enhanced his period of disqualification to 5 years.] |
| PP v Tan Diliang (Chen Diliang) | Section 175(1)(b) read with section 175(4)(a) and section 408(3)(b) of the Companies Act, Cap. 50; and Section 197(1)(b) read with section 197(6) and section 408(3)(b) of the Companies Act, Cap. 50. | On 30 October 2023, Mr Tan Diliang (“Mr Tan”), a nominee director of 217 companies at the commencement of investigations, was convicted in State Court No. 7A of 4 charges under section 175 and 4 charges under section 197 of the Companies Act, Cap. 50, for failing to hold the annual general meeting and file the annual return for 4 companies. Another 14 charges relating to 10 other companies for the same offences, were taken into consideration for the purpose of sentencing. Upon his conviction, Mr Tan was fined $1,300 per charge, amounting to a total fine of $10,400. Pursuant to section 155 of the Companies Act, Cap. 50, Mr Tan was also disqualified from acting as a director of any company, or being directly or indirectly involved in the management of a company, for a period of 5 years. |
| PP v Boon Hock-Chye Amos Leonard | Section 401(2A)(a) of the Companies Act, Cap. 50. | On 25 October 2023, Mr Boon Hock-Chye Amos Leonard (“Mr Boon”), was convicted in State Court No. 7A of an offence under section 401(2A)(a) of the Companies Act, Cap. 50 for making a false declaration to the Accounting & Corporate Regulatory Authority (“ACRA”). Mr Boon had applied to strike off Launch Group Pte Ltd, a company that he was a director of. Mr Boon had declared that the company had no existing liabilities despite the company owing a creditor a sum of $226,000. Upon his conviction, Mr Boon was fined $7,000. Pursuant to section 154 of the Companies Act Cap. 50, he was also disqualified from acting as a director of any company, or from taking part in the management of any company for a period of 5 years. It is an offence under section 401(2A)(a) of the Companies Act, Cap. 50, to lodge any document with ACRA knowing that document to be false or misleading in a material respect. The prescribed maximum sentence for committing such an offence is a fine not exceeding $50,000 or imprisonment for a term not exceeding 2 years or both. |
| PP v Jeon Sangwoo | Section 157(1) read with section 157(3)(b) of the Companies Act, Cap. 50. | On 4 October 2023, Mr Jeon Sangwoo (“Mr Jeon”), was convicted in State Court No. 7A of an offence under section 157(1) read with section 157(3)(b) of the Companies Act, Cap. 50 for failing to use reasonable diligence in the discharge of his duties as a director of Bedebon Pte. Ltd. Mr Jeon had instructed the company secretary to lodge a “Transfer of Shares” document declaring to the Registrar of Companies that 10,000 shares in the company had been transferred to him by one of the company’s shareholders when, in fact, there was no such transfer. Upon his conviction, Mr Jeon was fined $3,500. It is an offence under section 157(1) read with section 157(3)(b) of the Companies Act, Cap. 50 for a director to fail to use reasonable diligence in the discharge of the duties of his office. The prescribed maximum sentence for committing such an offence is a fine not exceeding $5,000 or imprisonment for a term not exceeding 12 months. |
| PP v Lorenzo International Limited | Section 175(1)(a) punishable under section 175(4)(a) of the Companies Act 1967. Section 175(1)(a) read with section 175(2)(b) punishable under section 175(4)(a) of the Companies Act 1967. Section 197(1)(a) punishable under section 197(6) of the Companies Act 1967. | On 18 September 2023, Lorenzo International Limited (“the Company”), was convicted in State Court No. 7A of 3 charges under section 175 and 3 charges under section 197 of the Companies Act 1967 for failing to hold the annual general meeting and file the annual return in respect of the company’s financial years’ 2020, 2021 and 2022. The Company which was incorporated in 2005 was listed on the Singapore Exchange Securities Limited (SGX-ST) on 2006 and was delisted in February 2023. Upon conviction, the Company was fined $1,400 per charge, amounting to a total fine of $8,400. |
| PP v Lee Wee Sing Wilson | Section 148(1) of the Companies Act, Cap. 50. | On 11 September 2023, Mr Lee Wee Sing Wilson (“Mr Lee”), was convicted in State Court No. 7A of an offence under section 148(1) of the Companies Act, Cap. 50 for indirectly taking part in the management of Printpix Pte Ltd between 24 May 2018 and 1 December 2019, without the leave of the Court or the written permission of the Official Assignee whilst he was still an undischarged bankrupt. Upon his conviction, Mr Lee was fined $8,000. It is an offence under section 148(1) of the Companies Act, Cap.50 for any person, being an undischarged bankrupt (whether he was adjudged bankrupt by a Singapore Court or a foreign court having jurisdiction in bankruptcy), to act as a director of, or directly or indirectly take part in or be concerned in the management of any corporation, without the leave of the Court or the written permission of the Official Assignee. The prescribed maximum sentence for committing such an offence is a fine not exceeding $10,000 or imprisonment for a term not exceeding 2 years or both. |
| PP v Tan Yu Leng | Section 401(2A)(b) the Companies Act 1967. Section 197(1)(b) read with section 197(6) and section 408(3)(b) of the Companies Act, Cap.50. | On 31 August 2023, Mr Tan Yu Leng (“Mr Tan”), was convicted in the State Court No. 29B for an offence under section 401(2A)(b) of the Companies Act 1967 for authorising the filing of a document with the Accounting and Corporate Regulatory Authority ("ACRA") which he knew was false in a material particular. Mr Tan had authorised the filing of a document which stated that 50,000 shares in Trenzol Collection Pte. Ltd. were allotted to him and that he had paid $50,000 for those shares on 2 March 2022, when he had not. Mr Tan also pleaded guilty to 6 charges of failing to file the annual return under section 197 of the Companies Act, Cap. 50. Six charges of failing to hold the annual general meeting under section 175 of the Companies Act, Cap. 50 were taken into consideration for the purpose of sentencing. Upon his conviction, Mr Tan was fined $8,000 on the charge of authorising the filing of false information and $1,000 each, on the 6 charges of failing to file annual returns. The total fine imposed was $14,000. Pursuant to section 154 and section 155 of the Companies Act Cap. 50, he was also disqualified from acting as a director of any company, or taking part in the management of any company, for a period of 5 years. It is an offence under section 401(2A)(a) of the Companies Act, Cap. 50 to lodge any document with ACRA knowing that document to be false or misleading in a material aspect. The prescribed maximum sentence for committing such an offence is a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both. |
| PP v Yeo Soon Huat | Section 175(1)(b) read with section 175(4)(a) and section 408(3)(b) of the Companies Act, Cap. 50; and | On 16 August 2023, Mr Yeo Soon Huat (“Mr Yeo”), a nominee director of 86 companies, was convicted in State Court No. 7A of 10 charges under section 175 and 10 charges under section 197 of the Companies Act, Cap. 50 for failing to hold the annual general meeting and file the annual return for 10 companies. Another 46 charges relating to 7 other companies for the same offences, were taken into consideration for the purpose of sentencing. Upon his conviction, Mr Yeo was fined $1,300 per charge, amounting to a total fine of $26,000. Pursuant to section 155 of the Companies Act, Cap. 50, he was also disqualified from acting as a director of any company, or being directly or indirectly involved in the management of a company, for a period of 5 years. |
| PP v Simon s/o Chandrahason | Section 157(1) read with section 157(3)(b) of the Companies Act, Cap. 50. | On 24 July 2023, Mr Simon s/o Chandrahason (“Mr Simon”) was convicted by the State Court 7A for an offence under section 157(1) read with section 157(3)(b) of the Companies Act, Cap. 50 for failing to use reasonable diligence in the discharge of his duties as a director of Fong Sheng Long (Recycling) Pte Ltd (“the company”). Mr Simon applied to the Accounting & Corporate Regulatory Authority to strike off the company by declaring that the company had no existing liabilities or contingent liabilities when in fact this was not the case. Upon his conviction, Mr Simon was fined $2,500. |
| PP v USP Group Limited | Section 175(1)(a) read with section 175(4)(a) of the Companies Act 1967. | On 14 June 2023, USP Group Limited (“the Company”), was convicted in State Court No. 4AN of 1 charge under section 175 of the Companies Act 1967, for failing to hold the annual general meeting for the Company’s financial year ending on 31 March 2022, by 31 July 2022. The Company which was incorporated in 2004 has been listed on the Singapore Exchange Securities Limited (SGX-ST) since 2007. Upon conviction, the Company was fined $1,400 on the charge. |
| PP v Koh David | Section 175(1)(b) read with section 175(4)(a) and section 408(3)(b) of the Companies Act, Cap. 50; and Section 197(1)(b) read with section 197(6) and section 408(3)(b) of the Companies Act, Cap. 50. | On 12 June 2023, Mr Koh David (“Mr Koh”), a nominee director of 128 companies, was convicted in State Court No. 7A of 14 charges under section 175 and 14 charges under section 197 of the Companies Act, Cap. 50, for failing to hold the annual general meeting and file the annual return for 13 companies. Another 48 charges relating to 22 other companies for the same offences, were taken into consideration for the purpose of sentencing. Upon his conviction, Mr Koh was fined $1,500 per charge, amounting to a total fine of $42,000. Pursuant to section 155 of the Companies Act, Cap. 50, Mr Koh was also disqualified from acting as a director of any company, or being directly or indirectly involved in the management of a company, for a period of 5 years. |
| PP v Lau Siew Lan | Section 401(2A)(a) of the Companies Act, Cap.50 | On 29 May 2023, Ms Lau Siew Lan (“Ms Lau”) was convicted by the State Court No. 7A for an offence under section 401(2A)(a) of the Companies Act, Cap.50 for making a false declaration to the Accounting & Corporate Regulatory Authority (“ACRA”). Ms Lau, a secretary of Bedebon Pte. Ltd. (the “Company”), had lodged 2 documents with the Registrar of Companies knowing that those documents were false in a material respect. Ms Lau had falsely declared to ACRA that 2 shareholders of the Company had transferred 10, 000 shares each in the Company to one Jeon Sangwoo, a director of the Company at the time, when no such share transfers had in fact taken place. Upon her conviction, Ms Lau was fined $7,500. Pursuant to section 154 of the Companies Act Cap.50, she was also disqualified from acting as a director of any company, or taking part in the management of any company, for a period of 5 years. It is an offence under section 401(2A)(a) of the Companies Act, Cap. 50 to lodge any document with ACRA knowing that document to be false or misleading in a material aspect. The prescribed maximum sentence for committing such an offence is a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both. |
| PP v Leong Wai Kuan | Section 175(1)(b) read with section 175(4)(a) and section 408(3)(b) of the Companies Act, Cap. 50; and Section 197(1)(b) read with section 197(6) and section 408(3)(b) of the Companies Act, Cap. 50. | On 16 May 2023, Mr Leong Wai Kuan (“Mr Leong”), a nominee director of 160 companies, was convicted in State Court No. 7A of 8 charges under section 175 and 8 charges under section 197 of the Companies Act, Cap. 50 for failing to hold the annual general meeting and file the annual return for 8 companies. Another 36 charges relating to 15 other companies for the same offences, were taken into consideration for the purpose of sentencing. Upon his conviction, Mr Leong was fined $1,300 per charge, amounting to a total fine of $20,800. Pursuant to section 155 of the Companies Act, Cap. 50, Mr Leong was also disqualified from acting as a director of any company, or being directly or indirectly involved in the management of a company, for a period of 5 years. |
| PP v Lee Siew Lian | Section 401(2A)(a) of the Companies Act, Cap.50. | On 24 April 2023, Ms Lee Siew Lian ("Ms Lee"), was convicted in State Court No. 7A for an offence under section 401(2A)(a) of the Companies Act, Cap. 50, for filing false information with the Accounting and Corporate Regulatory Authority (ACRA). Three similar charges were taken into consideration for the purpose of sentencing. Ms Lee had changed the registered office addresses of 4 of her client companies, from her business address to another address, when there had been no such change in the companies’ addresses. Upon her conviction, Ms Lee was fined $8,000 on the proceeded charge. Pursuant to section 154 of the Companies Act Cap. 50, she was also disqualified from acting as a director of any company, or taking part in the management of any company, for a period of 5 years. It is an offence under section 401(2A)(a) of the Companies Act, Cap. 50 to lodge any document with ACRA knowing that document to be false or misleading in a material respect. The prescribed maximum sentence for committing such an offence is a fine not exceeding $50,000 or imprisonment for a term not exceeding 2 years or both. |
| PP v Dennis Poh Wei Song | Section 175(1)(b) read with section 175(4)(a) and section 408(3)(b) of the Companies Act, Cap. 50; and Section 197(1)(b) read with section 197(6) and section 408(3)(b) of the Companies Act, Cap. 50. | On 20 March 2023, Mr Dennis Poh Wei Song (“Mr Poh”), a director of 80 companies, 78 of which was in his capacity as a nominee director, was convicted in State Court No. 7A of 17 charges under section 175 and 17 charges under section 197 of the Companies Act, Cap. 50 for failing to hold the annual general meeting and file the annual return for 12 companies. Another 36 charges relating to 15 other companies for the same offences, were taken into consideration for the purpose of sentencing. Upon his conviction, Mr Poh was fined $1,500 per charge for 28 of the charges in respect of which he was a nominee director and $1,100 per charge for 6 charges in respect of which he was an executive director. The total fine amounted to $48,600. Pursuant to section 155 of the Companies Act, Cap. 50, Mr Poh was also disqualified from acting as a director of any company, or being directly or indirectly involved in the management of a company, for a period of 5 years. |
| PP v Foo Bun Ee | Section 175(1)(b) read with section 175(4)(a) and section 408(3)(b) of the Companies Act, Cap. 50; and Section 197(1)(b) read with section 197(6) and section 408(3)(b) of the Companies Act, Cap. 50. | On 20 March 2023, Mr Foo Bun Ee (“Mr Foo”), a nominee director of 174 companies at the commencement of investigations, was convicted in State Court No. 7A of 15 charges under section 175 and 15 charges under section 197 of the Companies Act, Cap. 50 for failing to hold the annual general meeting and file the annual return for 15 companies. Another 60 charges relating to 30 other companies for the same offences, were taken into consideration for the purpose of sentencing. Upon his conviction, Mr Foo was fined $1,500 per charge, amounting to a total fine of $45,000. Pursuant to section 155 of the Companies Act, Cap. 50, he was also disqualified from acting as a director of any company, or being directly or indirectly involved in the management of a company, for a period of 5 years. |
| PP v Janice Peh Jie Ying | Section 175(1)(b) read with section 175(4)(a) and section 408(3)(b) of the Companies Act, Cap. 50; and Section 197(1)(b) read with section 197(6) and section 408(3)(b) of the Companies Act, Cap. 50. | On 15 February 2023, Ms Janice Peh Jie Ying (“Ms Janice Peh”), a nominee director of 57 companies, was convicted in State Court No. 7A of 12 charges under section 175 and 12 charges under section 197 of the Companies Act, Cap. 50 for failing to hold the annual general meeting and file the annual return for 7 companies. Another 46 charges relating to 11 other companies for the same offences, were taken into consideration for the purpose of sentencing. Upon her conviction, Ms Janice Peh was fined $1,400 per charge, amounting to a total fine of $33,600. Pursuant to section 155 of the Companies Act, Cap. 50, she was also disqualified from acting as a director of any company, or being directly or indirectly involved in the management of a company, for a period of 5 years. |
| PP v Pay Thiam Yong Roger | Section 175(1)(b) read with section 175(4)(a) and section 408(3)(b) of the Companies Act, Cap. 50; and Section 197(1)(b) read with section 197(6) and section 408(3)(b) of the Companies Act, Cap. 50. | On 6 February 2023, Mr Pay Thiam Yong (“Mr Roger Pay”), a nominee director of 191 companies, was convicted in State Court No. 7A of 20 charges under section 175 and 20 charges under section 197 of the Companies Act, Cap.50 for failing to hold the annual general meeting and file the annual return for 20 companies. Another 40 charges relating to 15 companies for the same offences, were taken into consideration for the purpose of sentencing. Upon his conviction, Mr Roger Pay was fined $1,500 per charge, amounting to a total fine of $60,000. Pursuant to section 155 of the Companies Act, he was also disqualified from acting as a director of any company, or being directly or indirectly involved in the management of a company, for a period of 5 years. |
| PP v Liang Jiansen | Section 401(2A)(a) of the Companies Act, Cap. 50. | On 9 January 2023, Mr Liang Jiansen (“Mr Liang”), was convicted in State Court No. 7A for an offence under section 401(2A)(a) of the Companies Act, Cap. 50 for making a false lodgement to the Accounting & Corporate Regulatory Authority (“ACRA”). In the lodgement, Mr Liang falsely informed ACRA that his employee at the material time was appointed a director of a company when he knew she had not agreed to act as the director of the company. Upon his conviction, Mr Liang was fined $10,000. It is an offence under section 401(2A)(a) of the Companies Act, Cap. 50 to lodge any document with ACRA knowing that document to be false or misleading in a material respect. The prescribed maximum sentence for committing such an offence is a fine not exceeding $50,000 or imprisonment for a term not exceeding 2 years or both. ACRA has cancelled Mr Liang’s registration as an RQI and Yuansen Business Pte Ltd’s registration as an RFA, pursuant to section 32(12)(a) and section 31(13)(a) of the ACRA Act 2004 respectively, with effect from 28 February 2023. |
List of Prosecution of Cases in the State Courts (2022)
| Case | Offence | Summary of Case |
|---|---|---|
| PP v Khor Yi Xiong, Aaron | Section 175(1)(b) read with section 175(4)(a) and section 408(3)(b) of the Companies Act, Cap. 50; and Section 197(1)(b) read with section 197(6) and section 408(3)(b) of the Companies Act, Cap. 50. | On 22 December 2022, Khor Yi Xiong, Aaron (“Mr Aaron Khor”), a nominee director of 283 companies, was convicted in State Court No. 7A of 7 charges under section 175 and 7 charges under section 197 of the Companies Act, Cap. 50, for failing to hold the annual general meeting and file the annual return for 7 companies. Another 16 charges relating to 8 companies for the same offences, were taken into consideration for the purpose of sentencing. Upon his conviction, Mr Aaron Khor was fined $1400 per charge, amounting to a total fine of $19,600. Pursuant to section 155 of the Companies Act, Cap. 50, he was also disqualified from acting as a director of any company, or being directly or indirectly involved in the management of a company, for a period of 5 years. |
| PP v Tham Wan Loong Jerome | Section 175(1)(b) read with section 175(4)(a) and section 408(3)(b) of the Companies Act, Cap. 50; and Section 197(1)(b) read with section 197(6) and section 408(3)(b) of the Companies Act, Cap. 50. | On 6 December 2022, Mr Tham Wan Loong, Jerome (“Mr Jerome Tham”), a nominee director of 157 companies, was convicted in State Court No. 7A of 7 charges under section 175 and 7 charges under section 197 of the Companies Act, Cap. 50 for failing to hold the annual general meeting and file the annual return for 5 companies. Another 20 charges relating to 8 other companies for the same offences, were taken into consideration for the purpose of sentencing. Upon his conviction, Mr Jerome Tham was fined $1,400 per charge, amounting to a total fine of $19,600. Pursuant to section 155 of the Companies Act, Cap. 50, he was also disqualified from acting as a director of any company, or being directly or indirectly involved in the management of a company, for a period of 5 years. |
| PP v Ching Lee Lian | Section 401(2A)(a) of the Companies Act, Cap. 50. | On 21 November 2022, Ms Ching Lee Lian (“Ms Ching”) was convicted in the State Court No. 7A for an offence under section 401(2A)(a) of the Companies Act, Cap. 50 for making a false declaration to the Accounting & Corporate Regulatory Authority (“ACRA”). Ms Ching had applied to ACRA to strike off Axpect Global Pte Ltd, a company that she was a director of. Ms Ching had falsely declared to ACRA that the company had no existing assets and liabilities, despite the company owing a creditor the sum of $35,625. Upon her conviction, Ms Ching was fined $12,000. Pursuant to section 154 of the Companies Act Cap. 50, she was also disqualified from acting as a director of any company, or taking part in the management of any company, for a period of 5 years. It is an offence under section 401(2A)(a) of the Companies Act, Cap. 50 to lodge any document with ACRA knowing that document to be false or misleading in a material aspect. The prescribed maximum sentence for committing such an offence is a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both. |
| PP v Tan Hock Lye Lawrence | Section 175(1)(b) read with section 175(4)(a) and section 408(3)(b) of the Companies Act, Cap. 50; and Section 197(1)(b) read with section 197(6) and section 408(3)(b) of the Companies Act, Cap. 50. | On 3 October 2022, Mr Tan Hock Lye Laurence (“Mr Lawrence Tan”), a nominee director of 207 companies, was convicted in State Court 7A of 7 charges under section 175 and 7 charges under section 197 of the Companies Act, Cap. 50 for failing to hold the annual general meeting and file the annual return for 7 companies. Another 19 charges relating to 13 companies for the same offences, were taken into consideration for the purpose of sentencing. Upon his conviction, Mr Lawrence Tan was fined $1,500 per charge, amounting to a total fine of $21,000. Pursuant to section 155 of the Companies Act, Cap. 50, he was also disqualified from acting as a director of any company, or being directly or indirectly involved in the management of a company, for a period of 5 years. |
