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Accounting and Corporate Regulatory Authority

Penalties & enforcement action: Not holding a VCC AGM

Variable capital companies (VCCs) and officers who do not meet AGM requirements may face enforcement action.

Last updated 29 January 2026

On this page

Overview
Composition sum
Court prosecution
Director disqualification
Director debarment

Overview

VCC officers who do not meet AGM due dates and requirements can be prosecuted, disqualified, or debarred. The VCC may also need to pay a composition sum.

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 offer a composition sum first. 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 VCC and its directors in court if:

  • The composition sum is not accepted.

  • ACRA decides not to offer a composition.

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

Table caption

Stages

Details

Summons

ACRA will send a summons by registered mail to the VCC's registered office and the director's residential address. The summons will state the:

  • Court date and time

  • Court where the VCC's representative or director must attend

Court attendance

A representative (with a letter of authority) or VCC 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 VCC fails to send a representative, the court may proceed with the hearing in the VCC’s absence.

If a director fails to attend court, a warrant for their arrest will be issued.

Verdict and fine

If convicted, the VCC and each responsible VCC officer may face a fine of up to $5,000

Director disqualification

Directors who repeatedly fail to meet their legal duties can be disqualified.

ACRA will disqualify directors for five years if they:

  • Are convicted of three or more filing offences (under the VCC Act 2018) in five years

  • Have three or more companies struck off by ACRA within five years

While disqualified, they cannot be a director or manage any local or foreign company. The five-year disqualification period starts from the date of conviction.

Director debarment

A director can be debarred for failing to meet their key obligations. Debarred directors cannot take on any new appointments as a director or company secretary.