We can assist Directors and the Company to discharge your Annual Return Filing responsibilities.
What is an annual return?
The appointed officer of your company (e.g. a director or company secretary) can file the annual return on ACRA’s online filing portal BizFile+.
Alternatively, you can engage the services of a registered filing agent to do this on behalf of the company. We can help with this filing.
Timeline to file annual returns
From 31 August 2018, the timelines for holding Annual General Meetings and the filing of annual returns have been aligned with the financial year ends of companies.
Companies with financial year ending on or after 31 August 2018
File annual returns within five months (for listed companies)or seven months (for non- listed companies) after financial year end.
Applying for an extension of time (EOT) to file annual return
An extension of time to file annual return is applicable only to companies with financial year ending on or after 31 August 2018.
Companies can apply for an extension of time of 60 days to file the annual return. As it requires up to 14 working days to process the application, you are advised to submit the EOT application more than 14 working days before the deadline. The application costs $200.
We can Help with this extension of time.
Filing overdue annual returns
If your company has not filed its annual returns for more than one financial year, you would need to file the overdue annual returns before you can proceed to file the annual return for the latest financial year.
The longer you delay, the higher the penalty fines the Company must pay.
Enforcement action for annual return filing breaches
All companies are required to file their annual returns on time. There is a late lodgement fee of $300 imposed against companies for annual returns filed after the deadline. The relevant composition for late holding of the annual general meeting will also be imposed at the point of filing the annual return.
Penalties for not holding an AGM
Directors who fail to follow the AGM requirements can be prosecuted in court. Eventual consequences can include disqualification or debarment from being a director. In addition, ACRA can impose composition fines on companies that do not hold the required AGMs.
Composition Fines
Companies and directors that breach these statutory obligations may be offered an opportunity to pay a composition sum of $300 per breach instead of facing prosecution. Separately, a late lodgement fee will be imposed at the time of lodgement, for each AR that is lodged late. The composition sum and late lodgement fees are as follows:
| Requirements | Type of Breach | Type of Penalty | Imposed against | Penalty |
|---|---|---|---|---|
| Section 175 | The AGM is held late | Composition | Company | Composition sum of $300 |
| Section 197 | The AR is lodged late | Late lodgement fee | Company | Late lodgement fee of $300
(Second Schedule of Companies Act) (Fees and Late Lodgement Penalties Regulations 2015) |
| Section 201(1)* | Financial statements laid at AGM are more than 6 months old for a non-listed company or more than 4 months old for a listed company | Composition | Director(s) | Composition sum of $300 |
For FYE ending on or after 31 Aug 2018
Example 1
ABC Company Private Limited is due to hold its AGM by 1 Mar 2019 (section 175) and to lay its financial statements made up to FYE 1 Sept 2018 (section 201).
The company held its AGM on 14 June 2019 and lodged the AR on 10 July 2019 (section 197). The company has breached sections 175 and 197.
| Requirements | Due Date | AGM Date/Lodgement Date | Amount payable |
|---|---|---|---|
| Section 175 | 1 Mar 2019 (FYE + 6 months) | 14 June 2019 | Composition sum of $300 |
| Section 197 | 1 April 2019 (FYE + 7 months) | 10 July 2019 | Late lodgement fee of $300 |
Example 2
DEF Company Private Limited meets the conditions of section 175A(1) and is not required to hold an AGM. The company’s FYE is 30 Sep 2018, and it sent out its financial statement to its members on 20 Feb 2019. The company then lodged its AR on 15 May 2019 (section 197). The company has breached section 197. The penalty imposed is as follows:
| Requirements | Due Date | AGM Date/Lodgement Date | Penalty Fines |
|---|---|---|---|
| Section 175 | Not applicable | Not applicable | No composition sum payable |
| Section 197 | 30 Apr 2019 (FYE + 7 months) | 15 May 2019 | Late lodgement fee of $300 |