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Accounting and Corporate Regulatory Authority

Penalties & enforcement action: Not holding an AGM

Directors who do not meet annual general meeting (AGM) requirements may face enforcement action such as prosecution, disqualification, and debarment.

Last updated 29 January 2026

On this page

Overview
Composition sum
Court prosecution
Director disqualification and debarment

Overview

Directors who fail to meet AGM due dates and requirements can be prosecuted, disqualified or debarred. The company may also need to pay a composition sum if it does not hold required AGMs.

Note: Late AGMs often lead to late annual return filings. Each late annual return can lead to separate penalties and enforcement actions.

Composition sum

Instead of court prosecution, ACRA may first offer you the option to pay a composition sum. This allows you to settle the matter without going to court.

The minimum composition sum is $500 for each breach.

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 breaches.

  • ACRA decides not to offer a composition.

  • ACRA decides not to offer a composition after a court summons has been issued.

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 date and time

  • Court where the company’s representative or director must appear

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:

  • Accept composition, if ACRA offers it after issuing the summons

  • Plead guilty

  • Claim trial to dispute the charges

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.

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

Director disqualification

Under section 155A of the Companies Act, ACRA will disqualify directors who:

  • Are convicted of three or more filing offences in five years. This results in a five-year disqualification.

  • Have three or more companies struck off by ACRA within five years. This results in a three-year disqualification (for the first time) or five-year disqualification (for a repeat offence).

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.