Penalties & enforcement action: Late annual return filing
Companies may face fines, director disqualification, and striking off for filing offences.
Last updated 29 January 2026
Overview
Companies are required to file their annual returns under section 197 of the Companies Act. If you have missed the deadline for annual returns, it is important to act quickly. Filing late can lead to enforcement action against your company and its officers.
If you need more time to file, you can apply for an extension of time.
Late lodgement penalties
If you file your annual return after the due date, you must pay a late lodgement penalty. The amount depends on how late the submission is.
For filing due dates on or after 14 January 2022
Length of default | Penalty |
|---|---|
Up to three months after the deadline | $300 |
More than three months after the deadline | $600 |
Example: ABC Private Limited's financial year end (FYE) is 31 December 2025. Its filing deadline is 31 July 2026 (seven months after FYE). If ABC filed its annual return on 20 August 2026, 20 days after the deadline, it needs to pay $300.
When you submit the late annual return on the Bizfile portal, this penalty is applied automatically.
Note: While these are the most common outcomes for a single breach, ACRA may pursue more serious action depending on the specific circumstances.
Enforcement action
Besides late lodgement penalties, ACRA may also take more serious enforcement action.
Composition sum
Instead of court prosecution, ACRA may offer a composition sum to settle late filings. This allows you to settle the matter without going to court.
As a late annual general meeting (AGM) often leads to a late annual return, this offer may cover both breaches at the same time.
Example: XYZ Private Limited's financial year end (FYE) is 31 December 2025. The company held its AGM and filed its annual return late. Here is how the composition sum was calculated:
Composition sum for XYZ's late AGM and annual return
Due date | Actual date | Composition sum |
|---|---|---|
AGM: 30 June 2026 (six months after FYE) | AGM: 1 August 2026 (about one month after its due date) | At least $500 |
Annual returns: 31 July 2026 (seven months after FYE) | Annual return: 30 August 2026 (about one month after its due date) | At least $500 |
Court prosecution
ACRA may prosecute a company and its directors in court if:
The composition sum is not accepted.
The company has multiple or repeated late filings.
ACRA decides not to offer a composition.
Key stages of the court prosecution process
Stages | Details |
|---|---|
Summons | ACRA will send a summons by registered mail to the company’s registered office or the director’s home address. The summons will state the:
|
Court attendance | A representative (with a letter of authority) or director must attend court. This applies even if an appeal is being processed. In court, the representative or director may choose to:
If the company fails to send a representative, the court may proceed with the hearing in the company's absence. If a director fails to attend court, a warrant for their arrest will be issued. |
Verdict and fine | If convicted, the fine can be up to $5,000 per charge. |
ACRA-initiated striking off of companies
ACRA can strike off a company from its register under section 344(1) of the Companies Act. This happens when there is reasonable cause to believe that a company is:
Not carrying on business
Not in operation
A common reason for this is failing to file annual returns for several consecutive years. This action is initiated by ACRA and is different from a voluntary striking off that a company applies for.
What to expect
Stage | Details |
|---|---|
ACRA-initiated striking off (ASO) notice | When ACRA intends to strike off a company, we will send a Striking Off Notice to the:
|
Submit objections within 30 days | You have 30 days from the date of the Striking Off Notice to object. Your company status is still "Live" at this stage. How to object:
Cost: There is no fee for this eService. Note: Please file your outstanding annual returns and update your company’s email address if it is outdated. |
(If no objections) First gazette notification | If there are no objections within 30 days after the Striking Off Notice:
Note: You can still object at this stage. Follow the same steps to object via Bizfile. |
If there is still no objection 60 days after the First Gazette Notification:
This means your company:
|
Note: Directors of three or more companies struck off by ACRA within five year can be disqualified.
Director disqualification and debarment
Directors who repeatedly fail to meet their legal duties can be disqualified or debarred.
Reasons for disqualification or debarment
Penalty | Details |
|---|---|
Under section 155A of the Companies Act, ACRA will disqualify directors who:
While disqualified, they cannot be a director or manage any local or foreign company. | |
Director debarment | A director can be debarred for failing to meet their key obligations. This includes failure to lodge required documents for a continuous period of three months or more. A debarred person cannot take on any new appointments as a director or company secretary. |
Tip: View prosecution highlights for the latest cases involving serious breaches.
Submitting an appeal
As a director, you can appeal to reduce a penalty or review the summons issued against you:
Submit the ACRA Late Filing Appeal Form.
Attach supporting documents to the form.
It takes about four weeks to review an appeal, depending on its complexity. This may take longer during peak periods or if ACRA needs clarifications. Each case is assessed on its own merits.
Note: You must still attend any scheduled court dates while your appeal is being processed.