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Companies Act – Penalties for Late Lodgement of Annual Return for Local Company / Annual Filing for Foreign Company

 
Length of Default (Days) Late Lodgement Fee
Not more than 30 days $60
Between 31 days to 60 days (Both days inclusive) $120
Between 61 days to 90 days (Both days inclusive) $170
Between 91 days to 180 days (Both days inclusive) $220
Between 181 days to 365 days (Both days inclusive) $250
Between 366 days to 730 days (Both days inclusive) $350
Between 731 days to 1095 days (Both days inclusive) $350
More than 1096 days $350

The legal requirement

Every company is required under the Companies Act to hold its Annual General Meeting (AGM) once in every calendar year and not more than 15 months (18 months for a new company) after the last preceding AGM (section 175). At the AGM, the directors must lay before the shareholders a profit and loss account that is not more than 6 months old at the date of the meeting (section 201). For a public listed company the profit and loss accounts must not be more than 4 months at the date of the meeting. The company is required to file its Annual Return (AR) within 1 month from the date of the AGM (section 197). Failure to comply with any of the 3 separate legal requirements under the law amounts to an offence and an appropriate penalty will be imposed.

Below are examples of when penalties will be imposed on lodging the AR.

Example 1

ABC Company Private Limited is due to hold its AGM by 25 May 2010 (section 175) to lay its accounts made up to 31 December 2009 (section 201). The company held its AGM on 14 October 2012 and filed the AR on 10 November 2012 (section 197). The company has breached sections 175 and 201. The penalties imposed are as follows:

Legal Requirements Due Date AGM Date/Filing Date Period of Default Penalty
Section 175 25 May 2010 14 October 2012 26 May 2010 to 14 October 2012 $350
Section 197 On or before 14 November 2012 10 November 2012 Nil (filed within 1 month from AGM date) Nil
Section 201 30 June 2010 14 October 2012 1 July 2010 to 14 October 2012 $350

Example 2

ABC Company Private Limited is due to hold its AGM by 1 November 2011 (section 175) to lay its accounts made up to 30 September 2011 (section 201). The company held its AGM on 15 October 2011 and filed the AR on 29 March 2012 (section 197). The company has breached section 197. The penalty imposed on the company is as follows:

Legal Requirements Due Date AGM Date/Filing Date Period of Default Penalty
Section 175 1 November 2011 15 October 2011 Nil Nil
Section 197 On or before 15 November 2011 29 March 2012 16 November 2011 to 29 March 2012 $220
Section 201 31 March 2012 15 October 2011 Nil Nil
Last Updated/Reviewed on 19 Dec 2012