Failure In Submitting Your Annual Returns On Time
All active companies incorporated in Singapore are required to file their Annual Returns to ACRA. Failure in submitting their Annual Returns on time is a statutory offence.
Under the Companies Act, each active company is required to hold its Annual General Meeting (AGM) once in every calendar year after the last preceding AGM (section 175). For newly set up companies, its first AGM should be held not more than 18 months after incorporation.
At the AGM, a profit and loss account that is not more than 6 months old at the date of the meeting (Section 201) must be presented by the directors to the shareholders. For public listed companies, such accounts must not be more than 4 months at the date of the meeting.
ACRA requires the company’s Annual Return (AR) to be submitted to them within 1 month from the date of the AGM (Section 197).
Failure to comply with Section 197 of the Companies Act will deem the company and every of its officers in default and guilty of an offence. Upon conviction, they are liable to a fine not more than S$5000 and also to a default penalty.
In addition to monetary penalties, the Director(s) of the company are given the option of attending a Director’s Compliance Programme managed by The Institute of Corporate Law. Only upon completion of the programme, will ACRA grant another opportunity for the company to rectify the breach without any court proceedings.
Directors Compliance Programme
The Directors Compliance Programme (DCP) is a training programme specially organised for directors of companies who have been found to be in default for failing to comply with requirements under the Companies Act (Cap. 50). This programme is for first time offenders after findings by ACRA showed that many directors are not only unfamiliar with basic statutory requirements under the Companies Act, most of them are not even aware of their full duties and responsibilities.
As a continuing support to companies, ACRA offers these directors an opportunity to rectify their defaults, in lieu of prosecution through completion of this programme.
The DCP is a half-day training programme specially developed for directors of Singapore companies in Singapore. Some of the topics include administrative requirements under the Companies Act, reporting, filing, compliance of fiduciary and statutory duties as well as penalties for non-compliance.
A course fee of S$250 is payable and this amount covers GST, training materials and light refreshments.
Shown below are the range of lodgement fee imposed by ACRA for lateness in submission of companies’ Annual Reports.
Penalties For Late Lodgement(As Extracted from ACRA)
|Length of Default (Days)||Late Lodgement Fee|
|Not more than 30 days||S$60|
|Between 31 days to 60 days (Both days inclusive)||S$120|
|Between 61 days to 90 days (Both days inclusive)||S$170|
|Between 91 days to 180 days (Both days inclusive)||S$220|
|Between 181 days to 365 days (Both days inclusive)||S$250|
|Between 366 days to 730 days (Both days inclusive)||S$350|
|Between 731 days to 1095 days (Both days inclusive)||S$350|
|More than 1096 days||S$350|