Avoid Annual Return Late Filing Penalty in Singapore: ACRA Compliance Guide

For business owners in Singapore, receiving a notification about an Annual Return late filing penalty can be a source of significant anxiety. It’s not just about the fee—it’s a compliance issue that, if ignored, can lead to court action and affect a director’s ability to serve.

At Koobiz, we understand that ACRA requirements can feel overwhelming, especially for new founders or overseas business owners. Whether you operate a local startup or an international subsidiary, understanding your filing deadlines and penalty exposure is essential to keeping your company in good standing.

This guide is your straightforward resource for fixing and avoiding these penalties. We’ll explain the exact fines, how the system works, the deadlines based on your company’s financial year, and what happens if these legal duties are overlooked. We’ll also clear up the common mix-up between ACRA and tax filings, giving you a clear path to staying compliant.

What is the ACRA Annual Return Late Filing Penalty?

The ACRA Annual Return late filing penalty is a statutory fine imposed on companies that fail to lodge their Annual Return (AR) within the prescribed timeline. Think of it this way:

• Statutory Mandate: Under Section 197 of the Companies Act, every company is legally required to file an AR to confirm its particulars (officers, address, financial status) are up to date.
• Automatic Enforcement: The system flags a late filing immediately; no manual review is needed to issue the initial fine.
• Public Register Integrity: The penalty ensures public records are timely and reliable for anyone checking a company’s status.
• Distinct from Tax: Unlike IRAS tax returns which focus on income, the Annual Return focuses on corporate governance and solvency. Many Koobiz clients often confuse the two, leading to accidental non-compliance.
• Director Responsibility: While the fine is charged to the company, the legal duty to ensure it’s filed and paid falls on the directors.

How Much is the Late Lodgement Fee and Composition Sum?

There are two primary tiers for the late lodgement penalty: a $300 flat fee for filings made within 3 months of the deadline, and a $600 flat fee for filings made after 3 months.

Specifically, the cost depends on the duration of the delay. ACRA simplified this framework effective April 30, 2021, to encourage quicker rectification of breaches. Previously, penalties accumulated on a monthly basis, which could lead to confusion. The current 2-tier system is straightforward but punitive enough to discourage negligence.

• Tier 1 ($300): If you miss your deadline but file the Annual Return within 3 months (90 days) of the due date, the penalty is capped at $300. This is legally referred to as a “Composition Sum”, essentially an offer to settle the offense out of court by paying a fixed amount.
• Tier 2 ($600): If the delay exceeds 3 months, the penalty doubles to $600. This is the maximum administrative penalty ACRA will impose via the BizFile+ system before potentially escalating the matter to prosecution.

Importantly, penalties are imposed per breach. In many cases, companies that miss their Annual Return deadline have also failed to hold their Annual General Meeting (AGM) on time. Each breach can attract a separate composition sum. As a result, directors may face up to $1,200 in total penalties, $600 for the AGM breach and $600 for the AR breach. Koobiz advises clients to view the $600 cap not as a safety net, but rather as ACRA’s final administrativewarning before court action is initiated.

Note: As of late 2025, ACRA continues to enforce this 2-tier framework strictly. Ignoring the Tier 2 penalty often results in a summons to court.

When is the Annual Return Deadline Due?

Your deadline isn’t a fixed calendar date. It’s calculated from your company’s own Financial Year End (FYE).

• For Non-Listed Companies (Private Limited): You must file your Annual Return within 7 months after your FYE. For example, if your FYE is 31 December, your Annual Return is due by 31 July of the following year.
• For Listed Companies: The timeline is tighter. You must file within 5 months after your FYE.

Key Detail: The 7-month AR deadline assumes you have complied with AGM requirements. For most private companies, the AGM must be held within 6 months after the FYE. If the AGM is delayed (or forgotten), the AR filing will almost certainly become late as well, triggering penalties for both breaches.

Real-World Scenarios: Calculating Deadlines and Penalties

To make these rules easier to digest, let’s look at three common scenarios we encounter at Koobiz. These examples illustrate how the Financial Year End (FYE) dictates the deadline and how the penalty tiers are applied in practice for a standard Private Limited Company.

Scenario 1: The “Just Missed It” Startup (Tier 1 Penalty)

• Company: TechStart Solutions Pte. Ltd.
• Financial Year End (FYE): 31 December 2023.
• Correct Deadline: 31 July 2024 (7 months after FYE).
• Actual Filing Date: 15 August 2024.
• The Breach: The filing is 15 days late.
• The Penalty: $300.
• Koobiz Insight: Even a short delay counts. Once the deadline is missed, even by a single day, the filing automatically falls into the “within 3 months” penalty tier. ACRA does not calculate penalties by the number of days late; the full $300 applies immediately.

Scenario 2: The Major Oversight (Tier 2 Penalty)

• Company: Global Trade Holdings Pte. Ltd.
• Financial Year End (FYE): 31 March 2023.
• Correct Deadline: 31 October 2023.
• Actual Filing Date: 5 February 2024.
• The Breach: The filing is over 3 months late (approx. 95 days late).
• The Penalty: $600.
• Koobiz Insight:Once the delay crosses the 3-month mark, the penalty automatically increases to $600. More importantly, leaving the breach unresolved for an extended period significantly raises the risk of a court summons, exposing directors to prosecution and potential disqualification.

Scenario 3: The “Tax vs. ACRA” Confusion

• Company: Creative Design Agency Pte. Ltd.
• The Situation: The foreign director successfully filed the Corporate Tax Return (Form C-S) with IRAS by the 30 November deadline and assumed all government compliance was complete.
• The Mistake: They neglected the ACRA Annual Return, which was due earlier on 31 July.
• The Outcome: Despite paying their taxes on time, the company was flagged as “Non-Compliant” by ACRA and incurred a $600 late filing penalty because the error was only discovered 5 months later.
• Lesson: IRAS tax filing and ACRA Annual Return filing are separate obligations with different deadlines. Being compliant with IRAS does not mean you are compliant with ACRA.

Steps to File Late Annual Return and Pay Penalties via BizFile+

Follow these three key steps to resolve the issue:

Step 1: Log in to BizFile+

Access the BizFile+ portal using your Corppass login. You must be an authorized director, company secretary, or a registered filing agent.

Step 2: Navigate to Annual Return

Select “File Annual Return by Local Company” and complete all the required information accurately.

Step 3: Acknowledge and Pay

The system will auto-calculate the late fee ($300 or $600). Acknowledge and pay immediately via card or GIRO to complete the filing. Once payment is made, your company’s compliance status will be updated.

What are the Consequences of Ignoring the ACRA Penalty?

Ignoring the penalty escalates the issue from a simple fine to a serious legal problem for the company’s directors.

Can Directors Face Court Prosecution and Disqualification?

Yes, directors can face personal court prosecution and, upon conviction, may be disqualified or debarred from acting as a director in Singapore. There are two main risks for directors:

Under the Companies Act, if a director fails to comply with the requirement to file Annual Returns, ACRA can issue a summons to attend court. The specific consequences include:

• Court Fines: The court can impose fines significantly higher than the $600 composition sum, potentially up to $5,000 per offense.
• Disqualification (Section 155): A director faces disqualification for “persistent default.” This occurs if you are convicted of three or more filing offenses within a 5-year period, or have three or more enforcement orders made against you.
• Debarment (Section 155B): This is a swifter enforcement tool. The Registrar can debar a director if they fail to lodge any document for at least 3 months after the deadline. Unlike disqualification, you do not need multiple convictions; a single prolonged default can trigger this, preventing you from taking on new appointments as a director or secretary.
• Section 155A: Additionally, a director can be disqualified if they were a director of at least three companies which were struck off within a 5-year period (where the striking off was initiated by ACRA).

At Koobiz, we stress that director enforcement records are publicly accessible. A disqualification is not a private administrative matter, it permanently damages your professional standing. Such records are routinely reviewed during bank due diligence and compliance checks, making it extremely difficult to open corporate bank accounts or conduct regulated business in Singapore and other major financial centres.

Will the Company Be Struck Off for Non-Filing?

• Yes. Where a company repeatedly fails to file its statutory returns, ACRA may presume that the company is no longer carrying on business and initiate strike-off proceedings. Once struck off, the company ceases to exist as a legal entity. All bank accounts are frozen, contractual rights lapse, and remaining assets may vest in the state. Restoring a struck-off company is possible only through a court-led reinstatement process, which is time-consuming, costly, and subject to judicial discretion.

Can You Appeal for a Waiver of the Late Filing Penalty?

Yes, but only under extremely specific and rare conditions, such as a proven technical glitch in the ACRA system or a court order extending the deadline.

While penalties are strict, there is a narrow window for appeal, though “forgetfulness” or “not knowing the law” are never accepted as valid reasons.

• Invalid Reasons: “My accountant resigned,” “I was overseas,” “I didn’t receive the reminder email,” or “The company made no profit.” These are considered management failures, not valid excuses.
• Valid Reasons: Proven system failure of BizFile+ (requires screenshots/logs), loss of essential records due to fire or theft (requires police report), or critical illness of the sole director (requires medical evidence).

Appeals must be lodged via BizFile+ or written to ACRA directly. However, based on Koobiz‘s experience, the success rate for waivers is very low unless the evidence is irrefutable. It is often more cost-effective to pay the composition sum and move on.

Difference Between ACRA Annual Return and IRAS Tax Filing Penalties

ACRA penalties target the governance and structural reporting of the entity, whereas IRAS penalties strictly target the reporting of taxable income and corporate tax liability. It is crucial not to conflate the two.

According to Singapore regulatory data, a significant portion of compliance breaches involving foreign-owned companies stem from confusing the Annual Return with the Tax Return.

Frequently Asked Questions (FAQs)

1. Can I apply for an extension of time (EOT) to file my Annual Return?

Yes, you can apply for a 60-day Extension of Time (EOT) on BizFile+ before your original deadline, for a fee of $200. An EOT applied for after the deadline will not cancel an already-incurred late filing penalty.

2. Does paying the composition sum remove the breach from my record?

Paying the fee settles that specific offense and stops court action. However, ACRA’s system will still show that the filing was submitted late. Multiple late filings can label a director as a “persistent defaulter.”

3. What if my company is dormant? Do I still need to file?

Yes, even dormant companies must file an Annual Return, though they may qualify for a simpler process. Not filing will still result in the same late penalties.

Conclusion

Staying compliant in Singapore’s business environment requires attention to detail. The Annual Return late filing penalty is a sign that your company’s administrative health needs a check-up. Whether it’s a $300 fee or the risk of director disqualification, the consequences of inaction are far greater than the effort of staying organized.

At Koobiz, we help business owners stay fully compliant so they can focus on growth with confidence. From company incorporation and corporate bank account opening to ongoing tax, accounting, audit, and company secretarial services, our team ensures that no deadline is missed. If you are currently facing a late filing issue or require a professional Company Secretary to manage your Annual Returns, contact Koobiz today for a complimentary compliance health check. Avoid unnecessary penalties, let us handle the paperwork for you.