Short answer: File the overdue annual return as soon as possible. ACRA charges an automatic late penalty of S$300 if it is up to three months late, or S$600 if later. ACRA may also offer a composition of at least S$500 for each breach, including a late AGM, and can issue a court summons if it is not paid.
Key facts at a glance
- A non-listed company must hold its AGM within 6 months after financial year end (FYE) and file its annual return within 7 months after FYE (sections 175 and 197 of the Companies Act 1967).
- Late annual return penalty: S$300 if filed up to three months late, S$600 if more than three months late (for filing due dates on or after 14 January 2022).
- Composition sums start at S$500 for each breach. A late AGM and a late annual return are two breaches.
- If prosecuted and convicted, the fine can be up to S$10,000 per charge for a late annual return and up to S$5,000 per charge for a late AGM, plus any default penalty.
- An extension of time (EOT) gives up to 60 days, costs S$200 per application, and cannot be filed online once the deadline has passed.
- Under sections 155 and 155A, three or more filing convictions in five years leads to a five-year director disqualification.
Raffles Corporate Services works with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice. This article is general information only and is not legal advice.
This guide is for directors who have already missed a deadline and want to know what happens next and how to fix it. If you want a full breakdown of how the penalty amounts are worked out, see our separate article on what filing your annual return late actually costs you. Here we focus on the recovery: what ACRA will send you, in what order, and the sequence of steps that puts the company back in good standing.
What deadlines has my company actually missed?
Most late companies have missed two linked deadlines: the AGM (or the written resolutions that replace it) and the annual return that reports on it. The financial statements sit underneath both, because they must be ready before either can be done.
For financial years ending on or after 31 August 2018, ACRA’s deadlines for a non-listed company are:
| Obligation | Statutory basis | Deadline (non-listed company) | What happens if missed |
|---|---|---|---|
| Hold the AGM (or dispense with it by members’ resolution) | Section 175 of the Companies Act 1967 | Within 6 months after FYE | Composition sum of at least S$500, or prosecution |
| File the annual return | Section 197 of the Companies Act 1967 | Within 7 months after FYE | Automatic late lodgment penalty of S$300 or S$600, plus possible composition or prosecution |
| Prepare financial statements (and file them in XBRL where required) | Section 201 of the Companies Act 1967 | In time for the AGM and annual return | Blocks both of the above |
A private company that is not required to hold an AGM (for example because it sent its financial statements to members within five months of FYE, or because all members resolved to dispense with AGMs) still has to file its annual return on time and declare its AGM position in that return.
The worked example ACRA itself uses
For a company with a 31 December 2025 FYE, the AGM was due by 30 June 2026 and the annual return by 31 July 2026. If the annual return goes in on 20 August 2026, the company pays S$300 on filing. If the AGM was also late, ACRA may offer a composition of at least S$500 for the AGM and at least S$500 for the annual return.
What is the difference between a late lodgment penalty and a composition fine?
A late lodgment penalty is charged automatically on Bizfile when you file a late annual return. A composition sum is a separate offer from ACRA to settle an offence without going to court.
The late lodgment penalty for an annual return is fixed: S$300 if you file up to three months after the deadline and S$600 if you file more than three months after. You cannot submit the late return without paying it.
A composition sum is different in kind. Failing to hold an AGM or file an annual return on time is an offence, and ACRA may offer to compound it instead of prosecuting. ACRA states that the minimum composition sum is S$500 for each breach, and that one offer may cover both a late AGM and a late annual return. Paying the composition closes that breach. Ignoring it is what leads to a summons.
Other late filings, such as changes of directors or registered office, follow a different scale: S$50 within three months and S$200 beyond three months, for filing due dates from 9 December 2024.
What happens if I ignore ACRA’s composition offer?
ACRA may prosecute the company and its directors in court. It can also do so without offering composition at all where there are multiple or repeated late filings.
ACRA describes the court process in three stages:
- Summons. ACRA sends a summons by registered mail to the registered office or to the director’s home address, stating the court, date and time.
- Court attendance. A director, or a representative with a letter of authority, must attend, even if an appeal is pending. In court you may accept composition (if ACRA offers it after the summons), plead guilty, or claim trial. If the company sends no one, the court may proceed in its absence. If a summoned director fails to attend, a warrant of arrest will be issued.
- Verdict and fine. On conviction, the fine can be up to S$10,000 per charge for annual return offences and up to S$5,000 per charge for AGM offences, and a default penalty may also apply.
Many directors only discover the problem when a summons arrives at a home address they forgot was on the register. Keep your residential address and the company’s registered office current, and read your Bizfile inbox.
Can a late filing get me disqualified as a director?
Yes, if it becomes a pattern. ACRA states that under sections 155 and 155A of the Companies Act, directors convicted of three or more filing offences within five years are disqualified for five years, and directors of three or more companies struck off by ACRA within five years face a three-year disqualification (five years for a repeat).
A disqualified person cannot act as a director of, or take part in the management of, any local or foreign company while disqualified. ACRA can also debar a director or secretary who fails to lodge required documents for a continuous period of three months or more; a debarred person cannot take on new director or secretary appointments.
The practical point is that the section 155 count is based on convictions in court. A composition offer lets you settle the matter without going to court, which is one reason to deal with ACRA’s letters promptly rather than let matters reach a summons. Our guide to director disqualification in Singapore covers the grounds and the way back in more detail.
A company that stays silent for several years also risks ACRA-initiated striking off under section 344(1). ACRA sends a Striking Off Notice, you have 30 days to object, and if no objection is made the company is gazetted and later struck off. That is rarely what an operating business wants.
Can I still apply for an extension of time after the deadline?
Not online. ACRA’s Bizfile EOT service only accepts applications before the current deadline, so once the AGM or annual return due date has passed, an EOT is no longer the fix.
Before the deadline, an EOT gives up to 60 days for the AGM, the annual return, or both. Each application costs S$200 and is non-refundable, even if rejected. ACRA advises applying at least 14 working days before the deadline and may take up to 14 working days to decide. A further extension is unlikely without strong reasons. For queries about late applications, ACRA directs companies to email [email protected].
If you are reading this before your deadline, see our step-by-step guides for an AGM extension of time and an annual return extension of time.
How do I regularise a company that is already late?
Work in the order the law builds on itself: accounts first, then the AGM or written resolutions, then the annual return, then deal with ACRA’s letters. Skipping ahead usually creates a second problem.
- Find out exactly where you stand. Check the company’s FYE, every AGM and annual return due date that has passed, and your Bizfile inbox for composition offers, summonses or a Striking Off Notice. Note any court date.
- Get the financial statements done. Close the books, prepare the financial statements and, if required, the XBRL file. If the company has been dormant, check whether it qualifies as a dormant relevant company that need not prepare financial statements.
- Approve the accounts and hold the AGM, or pass written resolutions. A private company can deal with AGM business by written resolution, or members can resolve unanimously to dispense with AGMs going forward.
- File the annual return on Bizfile. Pay the late lodgment penalty, which is applied automatically. File years in date order if more than one is outstanding.
- Respond to ACRA. Pay any composition offer by its stated date. If you believe the penalty should be reduced, a director can submit ACRA’s Late Lodgment Appeal Form with supporting documents; ACRA says reviews take about four weeks. Attend any court date regardless.
- Object to any striking off notice in time. If ACRA has started striking off, object within 30 days of the notice (or after first gazette, before final gazette) if the company is still trading.
- Put a calendar in place. Diarise the next FYE, AGM and annual return dates, and the IRAS Form C-S or Form C deadline, so this does not recur.
Common traps when catching up
- Changing the FYE to “buy time”: ACRA does not allow a change of FYE after the filing deadline has passed.
- Assuming an IRAS tax waiver covers ACRA: it does not. Tax and company filings are separate.
How much does it cost to fix?
Budget for ACRA’s charges plus professional fees for the accounts and filings. The table below shows ACRA’s published amounts alongside RCS fees for the related work.
| Item | Amount |
|---|---|
| Late annual return penalty (ACRA) | S$300 (up to 3 months late) or S$600 (more than 3 months late) |
| Composition sum (ACRA) | At least S$500 per breach |
| EOT application (ACRA, before deadline only) | S$200 per application |
| RCS annual return filing, ACRA filing fee included | S$160 (existing clients) or S$300 (new clients) |
| RCS AGM documents | Free for existing clients, S$300 for new clients |
| RCS unaudited financial statements | From S$550 (existing) or from S$650 (new) |
| RCS EOT application and filing | S$380 (existing) or S$500 (new) |
| RCS Annual Corporate Package (includes named secretary, AGM documents and annual return, with the S$60 ACRA fee) | S$600 a year |
Frequently asked questions
Is the S$300 late penalty the same as a composition fine?
No. The S$300 or S$600 late lodgment penalty is charged automatically when you file a late annual return. A composition sum is a separate offer by ACRA, at least S$500 per breach, to settle the offence without prosecution.
Can ACRA prosecute the directors personally?
Yes. ACRA states it may prosecute the company and its directors if a composition is not accepted, if there are repeated late filings, or if it decides not to offer composition. A director who does not attend court when summoned faces a warrant of arrest.
Can I appeal a late penalty?
A director can submit ACRA’s Late Lodgment Appeal Form with supporting documents to ask for a penalty to be reduced or a summons reviewed. ACRA assesses each case on its merits and says a review takes about four weeks.
My company never traded. Do I still need to file an annual return?
Yes. ACRA requires every live company to file an annual return, including inactive or dormant companies and those with an IRAS tax filing waiver. A dormant company may, however, be exempt from preparing financial statements and holding an AGM if it meets the conditions.
How many late filings lead to disqualification?
Three or more convictions for filing offences within five years lead to a five-year disqualification under section 155. Separately, being a director of three or more companies struck off by ACRA within five years leads to disqualification under section 155A.
For the official position, see ACRA’s pages on penalties for late annual return filing and penalties for not holding an AGM.
Need help with this?
Raffles Corporate Services can handle the ACRA filings, compliance documentation and records for you, and where court proceedings or legal advice are needed, we work with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice.
Email: [email protected]
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Last reviewed: 4 October 2026. The Editorial Team, Raffles Corporate Services.