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ACRA Filing Reminders Are a Courtesy, Not a Defence

ACRA Filing Reminders Are a Courtesy, Not a Defence

ACRA sends an email reminder roughly one month before your annual return or annual declaration is due, plus a pop-up alert when you log in to Bizfile. Useful. But the legal duty to file sits on the entity and its officers whether or not that email ever arrives.

That distinction matters more than it sounds. Every year, companies turn up with a late filing penalty and the same explanation: nobody received the reminder. It is never accepted, because the reminder was never the source of the obligation. Section 197 of the Companies Act 1967 is.

Here is what ACRA actually sends, where it goes, and how to build a system that does not depend on it.

What ACRA actually sends, and when

There are two notification channels, and they behave differently.

Bizfile pop-up alerts. When you log in to Bizfile, you will see an alert if a filing deadline is approaching or if a filing is already overdue. Nothing to configure, and it appears regardless of whether your email details are correct. Corporate service providers see the alert for a client entity when they switch into that client’s profile.

Email notifications. ACRA emails about one month before the deadline for company annual returns and for LLP annual declarations. If your filing is due in June, the email goes out in May. File early and no email is sent at all, which catches people out when they treat the absence of a reminder as confirmation that nothing is due.

You cannot opt out of either channel.

ACRA Filing Reminders Are a Courtesy, Not a Defence
ACRA Filing Reminders Are a Courtesy, Not a Defence

Where the reminder goes, and why that is the failure point

This is the part almost everyone gets wrong.

The email does not go to a company address. It goes to the registered email addresses of the position holders recorded in Bizfile: directors, company secretaries, managers and partners. Those are personal profile email addresses, held against the individual, and they are maintained by the individual under “My Profile” in Bizfile. Nobody else can fix them for you.

So the reminder fails in three ordinary ways:

If you hold positions across several entities, you get one email per entity, not one consolidated reminder. A founder with six companies gets six separate emails, which is precisely the volume at which people start ignoring them.

Checking and fixing your registered email

  1. Log in to Bizfile with Singpass or Corppass.
  2. Open My Profile.
  3. Check the email address on record, and update it if it is wrong or outdated.
  4. Repeat for every officer of the entity. One person correcting their own profile does nothing for the others.
  5. Add the ACRA sending domain to your safe senders list, and check spam once a quarter.

If you are not sure who in your company can see what inside Bizfile, our guide to assigning Corppass e-service roles covers the access side of the same problem.

The reminder is not the obligation

Here is the legal position, stated plainly.

For a company, section 197 of the Companies Act 1967 requires the annual return to be lodged after the annual general meeting: within seven months after the end of the financial year for a non-listed company, and within five months for a listed one. Where the company keeps a branch register outside Singapore, those become eight months and six months respectively. If the company fails to comply, section 197(6) makes the company and every officer in default guilty of an offence, liable on conviction to a fine not exceeding $10,000 and also to a default penalty.

Read that again: every officer in default. The liability is personal, not merely corporate.

For a limited liability partnership, section 30 of the Limited Liability Partnerships Act 2005 requires a manager to lodge the annual declaration within 15 months of registration and then once every calendar year at intervals of not more than 15 months. Section 29(3) goes further and makes a manager personally liable for penalties imposed on the LLP under section 30, unless the manager satisfies the court that they should not be.

Nowhere in either Act does an ACRA reminder appear as a condition, a trigger or a defence. It is an administrative kindness layered on top of a duty that already exists.

What it costs when the reminder does not land

Entity and filing Late by up to 3 months Late by more than 3 months
Company, annual return $300 $600
LLP, annual declaration $300 $600
Company, other filings (officer changes, registered office) $50 $200
LLP, other filings $50 $200

Source: ACRA’s published late lodgement penalties and its late annual return penalty schedule. Penalties are applied automatically in Bizfile at the point of filing, so there is no negotiation and no invoice to query. Our companion pieces cover annual return deadlines and what late filing actually costs in detail.

Penalties are only the floor. For a late annual return, ACRA may offer a composition sum instead of prosecuting, and because a late AGM usually causes the late annual return, the offer often covers both breaches at once. If composition is declined, or the entity is a repeat offender, ACRA may prosecute the company and its directors in court. Conviction carries a fine of up to $10,000 per charge.

And if annual returns go unfiled for several consecutive years, ACRA can strike the company off its own register under section 344(1) of the Companies Act 1967. Directors of three or more companies struck off by ACRA within five years can be disqualified.

What goes wrong in practice

The pattern is almost always the same, and it has nothing to do with unwillingness to comply.

The email goes to someone who no longer cares. A departed finance manager, a former nominee, an address at a company that has since been sold. Nobody is monitoring it, and nobody realises, because the absence of a reminder is silent.

Everyone assumes the corporate secretary is on it. Sometimes they are. Sometimes the engagement lapsed eighteen months ago over an unpaid invoice, and nobody told the directors that the filings stopped with it.

The financial year end moved and the deadline moved with it. Changing your FYE changes the annual return deadline, and the mental calendar everyone had been using quietly becomes wrong. Our note on changing your company’s financial year end explains how the new date is derived.

The reminder arrived but the accounts were not ready. A month’s notice is not enough time to prepare financial statements, hold an AGM and file. If you only start when the reminder lands, you are already late. Treat the email as a last call, not a starting gun.

The fix is unglamorous: keep a filing calendar of your own, derived from the statutory deadline rather than from ACRA’s reminder, and check the Bizfile “Pending Your Action” tab periodically. ACRA only sends notifications for annual returns and annual declarations, so any other statutory obligation you have will arrive with no reminder at all.

Is this email actually from ACRA?

Filing reminders are an obvious template for a phishing email, and they are used that way.

Two checks settle it. First, the sender domain should be an official ACRA or gov.sg address. Second, and more usefully: ACRA will never ask you for personal information or login credentials by email or by pop-up alert. Any message that does is fraudulent, whatever the sender address appears to say.

Never act on a link in a filing reminder. Go to Bizfile yourself, log in, and look at what the system says you owe. If something is genuinely due, it will be sitting there. ACRA maintains a public advisory on scams, and the national ScamShield helpline is 1799.

Frequently asked questions

Does ACRA remind me about every filing I owe?
No. ACRA sends reminders only for annual returns and annual declarations. Every other statutory obligation, including officer changes, registered office changes and controller register updates, arrives with no notification at all. Check the “Pending Your Action” tab in Bizfile to see what the system currently expects from your entity.

I never received the reminder email. Can I get the penalty waived?
Not on that basis. The duty to file comes from the Companies Act 1967 or the LLP Act 2005, not from the reminder, and late lodgement penalties are applied automatically in Bizfile when you file. Keeping your registered email current is your responsibility, not ACRA’s.

Who exactly receives the ACRA reminder?
Position holders recorded in Bizfile: directors, company secretaries, managers and partners, at the registered email address on each individual’s own Bizfile profile. It is not sent to a general company mailbox. If you hold positions in several entities, you receive one email per entity.

Can I turn these notifications off?
No. There is no opt-out for either the email notifications or the Bizfile pop-up alerts. If you have already filed before the reminder window opens, no email is sent for that cycle, which is the only circumstance in which you will not receive one.

My company secretary handles the filing. Am I still exposed?
Yes. Section 197(6) of the Companies Act 1967 makes the company and every officer in default liable, and for LLPs section 29(3) makes a manager personally liable for penalties imposed on the LLP. Delegating the work does not delegate the liability. Confirm the filing actually went through.

What if I am already past the deadline?
File immediately and pay the penalty. The penalty band steps up sharply once you pass three months, and continued default invites composition sums, prosecution and, for companies, ACRA-initiated striking off. Filing late is always cheaper than filing later.

Stop relying on the reminder

The companies that never have a filing problem are not the ones with the best inbox hygiene. They are the ones who know their deadline independently of anything ACRA sends, and who start work on it three months out rather than one.

That is what we do. Raffles Corporate Services tracks statutory deadlines for several hundred Singapore entities from the statutory date rather than the reminder date, keeps officer particulars current in Bizfile so the reminders reach a live human anyway, and files inside the window rather than against it. If you are not certain when your next annual return or annual declaration is actually due, that is a five-minute answer and worth having.

For the LLP side of this, see our companion pieces on filing an LLP annual declaration and on LLP annual declaration deadlines. If you are new to the portal itself, start with your first fifteen minutes in Bizfile, and the Companies Act 1967 deep-dive FAQ covers the wider annual compliance picture.

— The Editorial Team, Raffles Corporate Services

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