TRW & Co · Investigations and financial crime
Deferred Prosecution Agreements in Singapore: Lessons from the First Approved DPA
A deferred prosecution agreement in Singapore lets an organisation avoid prosecution for certain serious offences, such as corruption and money laundering, by accepting a penalty, cooperating and improving compliance, subject to High Court approval. The first DPA was approved in April 2026, giving companies their clearest view yet of what self-reporting, cooperation and remediation must look like.
Key pointOnly organisations can enter a DPA, so directors and employees remain exposed, and the statement of facts the company signs becomes a public admission that foreign authorities and civil claimants can read.
At a glance
Organisations only
Companies, LLPs, partnerships and unincorporated associations can enter a DPA; individuals cannot, so implicated directors and employees remain exposed to prosecution.
Listed offences only
DPAs cover offences in the Sixth Schedule to the Criminal Procedure Code, including corruption, money laundering and receipt of stolen property offences.
High Court approval
The court must declare the DPA in the interests of justice and its terms fair, reasonable and proportionate before it takes effect.
First DPA approved 2026
On 24 April 2026 the High Court approved the Seatrium DPA, with a US$110 million penalty, costs and a three-year term.
Self-reporting matters
The court weighed the board's self-report, extensive cooperation with CPIB, remediation and lack of prior record in finding the DPA in the interests of justice.
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The short answer
A deferred prosecution agreement in Singapore is an agreement between the Public Prosecutor and an organisation under which prosecution for certain serious offences is deferred, and ultimately avoided, if the organisation meets agreed conditions. Those conditions typically include a financial penalty, cooperation with investigators and improvements to compliance. The agreement only takes effect if the General Division of the High Court approves it.
The regime has existed since 2018 but was untested until recently. On 24 April 2026 the High Court approved the first DPA, between the Public Prosecutor and Seatrium Limited, concerning alleged corruption offences in Brazil. The court's published reasons give companies, for the first time, a practical picture of what the prosecution and the court expect.
This guide explains which organisations and offences qualify, how approval works, what cooperation is expected and how a company should position itself if a DPA may be on the table.
The legal framework
DPAs are governed by Part 7A of the Criminal Procedure Code 2010. Section 149A defines a DPA as an agreement between the Public Prosecutor and a person charged with, or being considered for prosecution for, an offence specified in the Sixth Schedule, under which the person agrees to comply with the agreement's requirements. Section 149F provides for approval by the General Division of the High Court.
The legislation was passed in March 2018 as part of wider criminal justice reforms, drawing on the UK model. Like the UK regime, it gives prosecutors a structured alternative to charging a company outright, while keeping the court as the gatekeeper on whether the deal is acceptable. Singapore has not published prosecutorial guidance on when DPAs will be offered, so the Seatrium decision is especially significant.
Who can enter a DPA
Only organisations can enter a deferred prosecution agreement in Singapore. Commentary on the regime explains that the subject may be a company, a limited liability partnership, a partnership or an unincorporated association. Individuals cannot, so directors and employees who are personally implicated remain exposed to prosecution in the ordinary way. The organisation must be legally represented when it enters the agreement.
Which offences qualify
Only offences listed in the Sixth Schedule to the Criminal Procedure Code can be the subject of a DPA. They include corruption offences under the Prevention of Corruption Act, money laundering offences and offences involving the receipt of stolen property. Companies should check the current Schedule for the specific offence in issue before assuming a DPA is available.
How the court approves a deferred prosecution agreement in Singapore
The Public Prosecutor must apply to the General Division of the High Court for a declaration that the DPA is in the interests of justice and that its terms are fair, reasonable and proportionate. The hearing is held in private. Until the court makes that declaration, the agreement has no effect.
In the Seatrium matter, the Gazette notice of the declaration summarises the court's reasoning on both limbs. On the interests of justice, the court considered that the alleged offences were serious, but weighed several factors in favour of a DPA:
- the company's board had reported the alleged corrupt scheme and cooperated extensively with the Corrupt Practices Investigation Bureau;
- the offences occurred more than ten years earlier and the implicated individuals had resigned, been warned or had their engagement terminated;
- a conviction could harm uninvolved shareholders, employees and suppliers;
- the company had improved its ethics and compliance programme; and
- it had no prior criminal record.
On fairness, reasonableness and proportionality, the court considered that the financial penalty would deter future offending and that the investigation and prosecution costs had been reasonably quantified. The court also allowed the prosecution's request to postpone publication of the draft charges and statement of facts annexed to the DPA.
What a DPA typically contains
The Criminal Procedure Code allows wide flexibility in terms. Commentary on the regime lists financial penalties, which may exceed the maximum fine for the offence, disgorgement of profits, compensation, changes to internal controls, a compliance monitor, cooperation with investigations and a prohibition on further offending. The Seatrium terms, as published, illustrate how these work in practice.
| Term | What the DPA provides |
|---|---|
| Financial penalty | US$110 million in total: US$57 million within 30 days of the effective date and a further US$53 million within 30 months, reduced by fines paid to specified Brazilian authorities for substantially the same facts |
| Costs | S$250,000 in investigation and prosecution costs within 14 days |
| Admissions | The company accepts that the statement of facts is true and accurate and will not contradict it in related proceedings |
| Compliance | Certification of its anti-bribery management system to ISO 37001 and compliance reports every 12 months |
| Cooperation | Ongoing cooperation with investigations relating to the alleged offences |
| Public statements | No published material contradicting the statement of facts or the DPA |
| Term | Three years from the effective date, with interest on late payments and High Court proceedings for breach |
The AGC's July 2025 announcement explained that if the company failed to comply after approval, the Public Prosecutor could seek termination and then start criminal proceedings. The company's own SGX announcement confirmed the High Court approval.
What cooperation looks like in practice
Neither the Criminal Procedure Code nor published guidance defines the cooperation needed to secure a deferred prosecution agreement in Singapore. The Seatrium reasons, and experience with comparable regimes abroad, point to several practical markers that prosecutors are likely to look for.
The first is timing. A company that reports misconduct itself, before the authorities learn of it from another source, is in a much stronger position than one that discloses only once a raid or production order arrives. The court in Seatrium specifically noted that the board had reported the scheme.
The second is completeness. Cooperation means making relevant documents and witnesses available, explaining how the conduct happened and who was involved, and sharing the facts uncovered by internal investigations. Selective disclosure, or slow responses to requests, undermines the case for a DPA.
Balancing cooperation and privilege
Companies often worry that cooperation requires waiving legal professional privilege over internal investigation reports. That is a real tension. A common approach is to share underlying facts and documents while protecting legal advice, and to agree in advance how factual summaries will be provided. Decisions on privilege should be made deliberately, with an eye to how any disclosure would be treated in other jurisdictions and in civil claims.
The third marker is remediation. The court gave weight to Seatrium's improved ethics and compliance programme and to the fact that implicated individuals had left or been disciplined. Remediation is most persuasive when it addresses the root cause, is supported by the board and is independently tested, rather than consisting of new policies alone.
The lifecycle of a DPA
- Discovery and internal review. The company identifies potential misconduct, preserves evidence and conducts a privileged internal investigation to understand the facts.
- Decision to self-report. The board decides whether and when to report to the authorities. Early, genuine self-reporting was a significant factor in the first approved DPA.
- Cooperation with the investigation. The company provides documents, makes witnesses available and shares the results of its own investigation, while protecting privilege where appropriate.
- Negotiation. The prosecution and the company negotiate the statement of facts, draft charges, penalty, costs, compliance obligations and term.
- Court approval. The Public Prosecutor applies to the High Court, which decides in private whether the DPA is in the interests of justice and its terms fair, reasonable and proportionate.
- Publication. The DPA, the court's declaration and its reasons are published in the Gazette, subject to any court-ordered postponement or redaction.
- Performance and expiry. The company pays, reports and cooperates for the term. Commentary on the regime explains that it is treated as having a discharge not amounting to an acquittal during the term and can obtain a discharge amounting to an acquittal on successful expiry.
A DPA compared with the alternatives
A deferred prosecution agreement in Singapore is one of several possible outcomes once an organisation is under investigation. The table compares them from the company's perspective.
| Outcome | Conviction | Typical cost | Key consequences |
|---|---|---|---|
| No further action or warning | No | Investigation costs only | Matter closes, but may be considered if issues recur |
| Deferred prosecution agreement | No, if terms are met | Penalty, costs and compliance spend; admissions in a public statement of facts | Multi-year obligations; risk of prosecution on breach; publication |
| Prosecution and guilty plea | Yes | Court-imposed fine and collateral costs | Criminal record, possible debarment and contractual consequences |
| Contested prosecution | Depends on outcome | Legal costs and management time; fine if convicted | Prolonged uncertainty and publicity |
For a board, the comparison is rarely just about money. A conviction can trigger debarment from public tenders, breach of loan covenants and licence conditions, and reputational damage with customers and regulators abroad. A DPA avoids conviction but brings its own costs: a public statement of facts, a large penalty that may exceed the maximum fine, multi-year compliance obligations and the risk of prosecution if the company slips.
Boards should also consider listing obligations. A listed company will usually need to disclose material developments, as Seatrium did when the High Court approved its agreement, and should plan its market announcements alongside the negotiation timetable.
A DPA is not a reward for being caught. The first approved agreement turned heavily on board-level self-reporting, extensive cooperation and genuine remediation. Companies that wait until investigators arrive, or that cooperate selectively, should not assume a DPA will be offered.
Illustrative scenario: a regional distributor
This scenario is illustrative only and does not describe any real business or case.
A Singapore-headquartered distributor learns through a whistleblower that a sales team in another ASEAN market paid intermediaries to win government tenders. The board commissions an external privileged investigation, preserves records and suspends the managers involved.
The investigation confirms improper payments over several years. The board, advised by counsel, reports to the authorities and offers cooperation, including access to the investigation findings. Over the following months it overhauls its third-party due diligence and gift and hospitality controls.
When the prosecution raises the possibility of a deferred prosecution agreement in Singapore, the company's earlier conduct becomes its strongest argument. It negotiates a statement of facts carefully, knowing that the admissions will be public and may be used against it in other jurisdictions, and plans for a multi-year compliance reporting obligation.
Risks and common mistakes
Underestimating the admissions
A DPA requires the company to accept a statement of facts and, under the Seatrium terms, not to contradict it in related proceedings. Commentary on the regime notes that the statement of facts is treated as an admission in later criminal proceedings if the DPA fails. Those admissions may also be used by foreign authorities, civil claimants and counterparties. The statement of facts should be negotiated with the same care as a pleading, with input from advisers in every jurisdiction where exposure exists.
Assuming individuals are protected
A DPA protects the organisation, not its people. Directors, officers and employees who were involved in the conduct can still be investigated and prosecuted. This creates potential conflicts between the company's interest in cooperating and individuals' interests in defending themselves. Companies should ensure individuals understand when they need separate legal advice and should manage the interview process carefully so that the company's cooperation remains credible.
Breaching the DPA during its term
A DPA runs for years, and breach has serious consequences. If the company fails to comply, the Public Prosecutor can apply to terminate the agreement and prosecute. Commentary on the regime notes that sums already paid are not recoverable, and that providing inaccurate, misleading or incomplete information during negotiations can also have consequences. Companies need a clear internal owner for every DPA obligation, board-level oversight and a reporting calendar.
Overlooking parallel foreign exposure
Cross-border misconduct often attracts several enforcement agencies, and a deferred prosecution agreement in Singapore will rarely be the only resolution a multinational group needs. In the Seatrium DPA, part of the penalty could be offset against fines paid in Brazil for substantially the same facts. Coordinating resolutions across jurisdictions can reduce duplication, but only if negotiations are planned together. A company that resolves in one country without considering others may find its admissions used against it elsewhere.
What companies should do now
- Map whether your highest-risk conduct, such as bribery or money laundering, falls within the DPA regime.
- Have a protocol for privileged internal investigations and evidence preservation ready before an issue arises.
- Ensure the board knows how and when a self-report decision would be made.
- Strengthen anti-bribery and anti-money laundering controls now; remediation counts most when it is genuine.
- Plan for individuals' separate representation and potential conflicts.
- Coordinate early with advisers in every jurisdiction where the conduct may be investigated.
For related guidance, see our white-collar crime and anti-corruption and bribery practice pages, our guides to responding to a CPIB investigation and Commercial Affairs Department investigations, our note on internal investigations and our analysis of directors' criminal liability.
Where Singapore court representation is required, we work alongside Singapore-qualified counsel. To discuss whether a deferred prosecution agreement in Singapore could be relevant to your situation, contact TRW & Co.
Frequently asked questions
01What is a deferred prosecution agreement in Singapore?
It is an agreement between the Public Prosecutor and an organisation under which prosecution for certain offences is deferred while the organisation complies with agreed terms, such as paying a financial penalty, cooperating with investigations and improving compliance. It takes effect only when the General Division of the High Court declares that it is in the interests of justice and its terms are fair, reasonable and proportionate. On successful expiry the organisation can avoid conviction.
02Can an individual enter into a DPA in Singapore?
No. The regime is available only to organisations such as companies, limited liability partnerships, partnerships and unincorporated associations. Directors, officers and employees involved in the conduct can still be investigated and prosecuted. This is why individuals often need separate legal advice when their employer is negotiating a DPA, as their interests may differ from the company's.
03Which offences can be resolved through a DPA?
Only offences listed in the Sixth Schedule to the Criminal Procedure Code 2010. They include corruption offences, money laundering offences and offences involving the receipt of stolen property. Companies should check the current Schedule for the specific offence concerned, because a DPA cannot be used for offences outside it.
04Has any company entered a DPA in Singapore?
Yes. On 24 April 2026 the High Court approved a DPA dated 30 July 2025 between the Public Prosecutor and Seatrium Limited, formerly Sembcorp Marine, concerning alleged corruption offences in Brazil. The terms include a US$110 million financial penalty, part of which can be offset against Brazilian fines, S$250,000 in costs, ISO 37001 certification and annual compliance reporting over a three-year term.
05What happens if a company breaches a DPA?
The Public Prosecutor may apply to terminate the agreement and then prosecute the company for the offences. Commentary on the regime notes that money already paid under the DPA is not recoverable and that the statement of facts is treated as an admission in later proceedings. Providing inaccurate or misleading information during negotiations can also have consequences.
06Are DPAs made public in Singapore?
Publication is the default. After the court's declaration, the DPA, the declaration and the court's reasons are published in the Gazette. The court can postpone publication of some material or order redactions where justified. In the first approved DPA, the court allowed the prosecution's request to postpone publication of the draft charges and statement of facts.
Sources and official materials
- Gazette Notice No. 2439 of 2026: High Court declaration on the Seatrium DPA — Court's reasons and the published DPA terms
- AGC press release on the Seatrium DPA (30 July 2025) — DPA announcement, penalty, Brazil offset and approval requirement
- Criminal Procedure Code 2010 — Part 7A on deferred prosecution agreements and the Sixth Schedule
- Prevention of Corruption Act 1960 — Corruption offences that may be the subject of a DPA
- Seatrium SGX announcement on High Court approval of the DPA — Company disclosure of the approval
General information only, current as at 20 October 2026. It is not legal advice and does not create a lawyer–client relationship. Singapore law and regulatory practice change; check current official sources and take advice on the facts of your matter.
