Company director fined record $113,400 for failing to hold AGMs, file annual returns

SINGAPORE - A company director was hit with a record fine on Thursday (Feb 21) for multiple breaches of the Companies Act, including failing to hold annual general meetings (AGMs) and not filing the annual returns of nine companies.

Tan Hang Song was fined a total of $113,400, the Accounting and Corporate Regulatory Authority (Acra) said in a statement on Friday. He faced 54 charges.

Tan's punishment is the highest fine to date and nearly double the previous record of $57,000 meted out by the courts in July last year.

Tan, 49, was also disqualified from acting as a director of companies for five years.

Acra said that holding AGMs and filing annual returns are important statutory requirements.

The AGM provides a forum for shareholders to be informed of the financial position of the company and to engage the company directors on the matter, while filing the annual returns allows timely public disclosure of key information such as the health and status of the company, Acra said.

Last year, Acra prosecuted a total of 12 company directors for similar breaches of the law.

Directors who have been convicted of three or more filing-related offences under the Companies Act in a period of five years are automatically disqualified.

Similarly, directors who have three or more companies struck off the register by Acra within a period of five years will also be disqualified.

Disqualified directors will not be allowed to act as company directors or take part in the management of any local or foreign company for five years. This comes into effect from the day after the date of the third conviction or the date the third company is struck off.

Acra said that while disqualified directors can apply to the High Court for permission to continue as directors, their applications can be dismissed.

This was the case for five directors, who were disqualified due to having three or more of their companies struck off by Acra.

Their applications were dismissed by the High Court in 2018 and this year.

They were also ordered to pay costs ranging between $6,000 and $12,000 to the Government.

Four other disqualified directors withdrew their applications, Acra added.

Acra's assistant chief executive of legal services and compliance Andy Sim said that directors must take their statutory duties seriously.

He added that Acra will continue to seek high compliance and press for deterrent sentences in more serious cases.

Disqualified directors will have their statuses published on Acra's public register, under the business profile and directors profile reports of the company.

Acra said that it does so to protect public interest and enable investors and interested stakeholders to conduct due diligence on a company.

The public can buy the profile and reports from Acra's online business registration and filing portal for a small fee.

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