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

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 appropriate penalty will be imposed.

Below are examples to help you understand when penalties will be imposed on lodging the AR.

Example 1

ABC Company Private Limited is due to hold its AGM by 25 May 2004 (section 175) to lay its accounts made up to 31 December 2001 (section 201). The company held its AGM on 14 October 2007 and filed the AR on 10 November 2007 (section 197). The company has breached sections 175 and 201. The penalty imposed is as follows:

Example 2

ABC Company Private Limited is due to hold its AGM by 31 December 2007 and to lay its accounts made up to 31 December 2006. The company held its AGM on 20 September 2007 and filed the AR on 30 September 2007. The penalty imposed on the company is as follows: