12 Persons Charged with Companies Act Offences

12 persons were charged in court on 1 June 2023 for the following offences: 

• Four men and two women, aged between 33 and 72, were charged with failing to use reasonable diligence in the discharge of their duties as director(s) of Singapore-registered companies.

• One man and three women, aged between 27 and 39, were charged with abetting the aforementioned director(s) in the offence of failing to use reasonable diligence in the discharge of their director’s duties. In addition, one of the women was also charged with authorising her staff to use her Singpass/Corppass account to lodge documents, including those relating to the Register of Registrable Controllers, with the Registrar of Companies, knowing that the documents contained information that are false in a material respect.

• Another two men, aged 36 and 39, were charged with failing to use reasonable diligence in the discharge of duties as director(s) of Singapore-registered companies and abetting other director(s) of Singapore-registered companies in their failure to use reasonable diligence in the discharge of their director’s duties. One of the men was also charged with lodging documents with the Registrar of Companies knowing that the documents contain information that are false in a material respect. 

2     Investigations by the Commercial Affairs Department of the Singapore Police Force (SPF) revealed that between July 2020 and February 2021, foreign agents used foreign corporate service providers (“CSP”) (mostly based in China) to engage Singapore CSPs to incorporate local companies and open Singapore bank accounts. The local nominee directors of 35 Singapore-registered companies in neglect of their duties as directors, allowed the company bank accounts to be operated by these foreign agents. These compromised bank accounts received and laundered criminal proceeds amounting to around USD 36 million originating from local and overseas victims of business email compromise scams, investment scams and love scams. The 12 persons charged are linked to the 35 Singapore-registered companies in their capacity as:  

• Resident director(s) who failed to use reasonable diligence in the discharge of their director’s duties; and / or

• Individual(s) who had abetted the director(s) of these companies in the offence of failing to use reasonable diligence in the discharge of their director’s duties. 
  

3     The offence of failing to use reasonable diligence in the discharge of duties as a director under Section 157(1) punishable under Section 157(3)(b) of the Companies Act 1967, carries a punishment of an imprisonment term of up to 12 months or a fine of up to $5,000.  A person who is convicted of abetting the offence is liable for the same punishment. The offence for the lodgment of documents containing information that are false in a material respect under Section 401(2A)(b) of the Companies Act 1967, carries a punishment of an imprisonment term of up to 2 years, and/or a fine up to $50,000.

4      ACRA had also earlier taken regulatory actions against two of the persons charged and cancelled their registrations as Registered Qualified Individuals (RQIs). RQIs are individuals who provide corporate secretarial services for business entities such as helping clients to file annual returns and/or fulfil the requirements under the Companies Act or other Acts under ACRA’s purview. RQIs must be registered with ACRA and fulfil general requirements such as being a fit and proper person before providing corporate secretarial services. The names of RQIs and RFAs whose registration have been suspended or cancelled are published on ACRA’s website.

5     Directors of companies are required to discharge their duties with reasonable diligence as inadequate supervision over a company’s affairs exposes the company to risks of criminal activities, such as money laundering through its bank accounts. The SPF and ACRA urge the public to understand the legal duties and obligations before becoming directors for companies, as directors would be liable for any breaches of their duties. ACRA also takes a serious view on false filings as such information is used by various stakeholders to make informed decisions.

SINGAPORE POLICE FORCE
ACCOUNTING AND CORPORATE REGULATORY AUTHORITY