Late Filing Penalties – How to Fix AGM & Annual Return Non-Compliance

Operating a company in Singapore requires adherence to strict regulatory deadlines, particularly for the Annual General Meeting (AGM) and Annual Return (AR). These are legal obligations, not optional tasks. Missing them results in penalties from ACRA, Singapore’s corporate regulator.

Whether the oversight stemmed from forgetfulness, a busy schedule, or lack of regulatory knowledge, ACRA imposes fines regardless of the reason. These penalties can escalate quickly if ignored. Fortunately, you can rectify these issues. Here’s what late filing means, its costs, and how to resolve it before it worsens.

What Filings Are Mandatory?

Every Singapore company must hold an AGM and file an Annual Return with ACRA. The AGM is a meeting where directors present financial statements to shareholders, discussing the company’s performance. Unless you’re a small exempt private company opting to skip the AGM, it must occur within six months of the financial year end.

The Annual Return, submitted via ACRA’s BizFile+ portal, updates key company details—shareholders, officers, and financial status. It’s due within seven months of the financial year end. Failing to meet either requirement triggers immediate penalties.

Consequences of Late Filings

ACRA levies fines for missed deadlines, starting small but growing with delays. A late Annual Return can cost up to $600 per filing. If you’re behind on multiple years, these penalties add up fast.

Skipping the AGM or AR filing violates the Companies Act, potentially leading to a Notice to Comply, a Summons, or court action. ACRA may not pursue immediately, but they can address breaches from previous years. Ignoring the issue only amplifies the problem.

Steps to Correct Breaches

Fixing late filings is straightforward with swift action. Begin by checking your company’s financial year end and reviewing past AGM and AR submissions on BizFile+. Missing filings will be evident.

Prepare overdue documents, such as financial statements for past years. Even non-trading companies must file declarations. Submit everything through BizFile+, paying the required late fees during the process.

To prevent future lapses, consider hiring corporate secretarial professionals. If in-house management led to missed deadlines, secretarial services can ensure consistent compliance.

Handling a Court Summons

A Notice to Attend Court from ACRA is serious. Before the court date, you can file overdue documents and pay penalties to potentially have the summons withdrawn. Acting quickly is critical—delays risk court fines or a criminal record.

If you’ve already been fined, you must still submit overdue filings. The court addresses the violation, but compliance obligations remain.

Why Companies Miss Deadlines

Late filings often occur due to poor organization. Deadlines slip during staff changes or busy periods. Some mistakenly believe small or dormant companies are exempt, but all must file ARs. Many Singapore businesses rely on corporate secretarial support to maintain timely filings.

Can You Appeal Penalties?

ACRA allows appeals in rare cases, such as severe illness or unexpected business disruptions. Appeals must be filed via BizFile+ with supporting evidence. However, simple oversights or lack of awareness rarely qualify, as directors are expected to know their responsibilities.

Inactive Companies

Non-operational companies must remain compliant until formally struck off. This includes filing AGMs and ARs or applying for strike off. Neglecting filings for a dormant company invites fines, and ACRA may reject strike-off requests until all filings are current. To close a company, ensure compliance first.

Moving Forward

If you’ve missed deadlines, act immediately. Don’t wait for ACRA to escalate with a summons. File overdue documents, pay penalties, and restore compliance. It’s not enjoyable, but it’s manageable. If tracking deadlines is overwhelming, secretarial services can handle corporate secretarial tasks, allowing you to focus on your business.

Late filings don’t define your business, but neglecting them can harm it. Address the issue now and stay compliant going forward.