• Companies and directors have to comply with a number of statutory obligations under the Companies Act, Cap 50 e.g. to hold an Annual General Meeting (AGM) within a given time. Some of these statutory obligations require the companies or its directors to lodge documents with ACRA within a certain time frame e.g. an Annual Return (AR), lodgement to update ACRA on change of registered business address or resignation of directors.
  • When a company or a director commits a breach, ACRA may take enforcement action and exercise discretion to compound the breach if the offender pays a composition sum.
  • If the breach pertains to non-filing of a statutorily required document, then quite apart from the possibility of having to pay a composition sum, if the company or director wishes to lodge the document late, there is also late lodgement fee payable.
  • As such, it is important to distinguish a composition sum from a late lodgement fee.
  • If you wish to find out about composition sums and late lodgement fee for breaching AGM or AR obligations, please click here.
  • If you wish to find out how much is the late lodgement fee for any other form of lodgement other than for late lodgement of AR, the following are the late lodgement fees. Filers who access our online filing system – Bizfile+ will also be prompted on Bizfile +on the amount payable:

For Companies

Length of Default (Days) Late Lodgement Fee
Not more than 30 days $50
Between 31 days to 60 days (Both days inclusive) $75
Between 61 days to 90 days (Both days inclusive) $100
Between 91 days to 180 days (Both days inclusive) $150
Between 181 days to 365 days (Both days inclusive) $200
Between 366 days to 730 days (Both days inclusive) $250
Between 731 days to 1095 days (Both days inclusive) $300
More than 1096 days $350

Example 1

ABC Company Private Limited has changed its registered office from 123 Yarra Road Singapore 123456 to 987 Aroozoo Lane Singapore 987654 on 15 March 2012. The company lodged the prescribed form online via BizFile +on 23 May 2012. The company has breached section 143(1) of the Companies Act. Section 143(1) states that when there is a change in the registered office address of any company, the company must lodge a prescribed form online via BizFile + within 14 days after the change. The late lodgement fee imposed on the company is as follows:

Requirements Due Date Lodgement Date Period of Default Late Lodgement Fee
Section 143(1) 29 March 2012 23 May 2012 30 March 2012 to 23 May 2012 $75

Example 2

Mr David Tan of ABC Company Private Limited has resigned as a director on 20 June 2012. The company has appointed another director, Mr Justin Lim on the same date. The company lodged the prescribed form online via BizFile + on 13 September 2012. The company has breached section 173A(1)(b) of the Companies Act. Section 173A(1)(b) states that the company shall lodge with the Registrar within 14 days after a person becomes or ceases to be a director of the company. The late lodgement fee imposed on the company is as follows:

Requirements Due Date Lodgement Date Period of Default Late Lodgement Fee
Section 173A(1)(b) 4 July 2012 13 September 2012 5 July 2012 to 13 September 2012 $100 for each cessation and appointment of a director

For Business

Length of Default (Days) Late Lodgement Fee/Composition Amount
Not more than 30 days $10
Between 31 days to 60 days (Both days inclusive) $25
Between 61 days to 90 days (Both days inclusive) $50
Between 91 days to 180 days (Both days inclusive) $75
Between 181 days to 365 days (Both days inclusive) $100
Between 366 days to 730 days (Both days inclusive) $150
Between 731 days to 1095 days (Both days inclusive) $200
More than 1096 days $250

Below is an example of when penalty will be imposed for late lodgements or renewals.

Example 3

The business owner of Bee Partnership has changed his principal place of business from 123 Yarra Road Singapore 561342 to 987 Aroozoo Lane Singapore 847652 on 15 March 2012. Section 14 of the Business Registration Act requires the business owner to notify the change of principal place of business within 14 days of the change. The business owner lodged the prescribed form online via BizFile on 23 May 2012. The penalty imposed on the business owner is:

Legal Requirement Due Date to File Notification Date of Notification Period of Default Penalty
Section 14 29 March 2012 23 May 2012 30 March 2012 to 23 May 2012 $25

For Limited Liability Partnerships

Length of Default (Days)  Late Lodgement Fee/Composition Amount 
Not more than 30 days  $50 
Between 31 days to 60 days (Both days inclusive)  $75 
Between 61 days to 90 days (Both days inclusive)  $100 
Between 91 days to 180 days (Both days inclusive)  $150 
Between 181 days to 365 days (Both days inclusive)  $200 
Between 366 days to 730 days (Both days inclusive)  $250 
Between 731 days to 1095 days (Both days inclusive)  $300 
More than 1096 days  $350 

Below are examples of when penalties will be imposed for late lodgement of notifications (other than Annual Declaration)

Example 4

ABC LLP has changed its registered office from 123 Yarra Road Singapore 123456 to 987 Aroozoo Lane Singapore 987654 on 15 March 2012. Under section 28 of the LLP Act, the LLP is required to lodge notification within 14 days of the change. The LLP lodged the prescribed form online via BizFile on 23 May 2012. The penalty imposed on the LLP is as follows:

Legal Requirement Due Date to File Notification Date of Notification Period of Default Penalty
Section 28 29 March 2012 23 May 2012 30 March 2012 to 23 May 2012 $75

Example 5

Manager, Mr David Tan of ABC LLP, has resigned on 20 June 2012 and Mr Justin Lim has joined the LLP as a manager on 20 June 2012. Under section 28 of the LLP Act, the LLP is required to lodge notification of the cessation and appointment of the Manager within 14 days of the changes. The LLP lodged the prescribed form online via BizFile on 30 September 2012. The penalty imposed on the LLP is as follows:

Legal Requirement Due Date to File Notification Date of Notification Period of Default Penalty
Section 28 4 July 2012 30 September 2012 5 July 2012 to 30 September 2012 $100 for each cessation and appointment of a manager

Penalties for Late Lodgement of Annual Declaration* under Limited Liability Partnerships Act

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

Section 24 of the Limited Liability Partnerships Act requires a manager of a Limited Liability Partnership (LLP) to lodge the Annual Declaration (AD) not later than 15 months after registration of the limited liability partnership and subsequently, once in every calendar year at intervals of not more than 15 months. Failure to comply is an offence and an appropriate penalty will be imposed for late lodgement.

Example 6

ABC LLP is due to file its AD by 25 May 2012 (section 24). The manager filed the AD on 14 June 2012. The penalty imposed on the LLP is as follows:

Legal Requirement Due Date to File Notification Date of Notification Period of Default Penalty
Section 24 25 May 2012 14 June 2012 26 May 2012 to 14 June 2012 $60

For Limited Partnerships

Length of Default (Days)  Late Lodgement Fee 
Not more than 30 days  $50 
Between 31 days to 60 days (Both days inclusive)  $75 
Between 61 days to 90 days (Both days inclusive)  $100 
Between 91 days to 180 days (Both days inclusive)  $150 
Between 181 days to 365 days (Both days inclusive)  $200 
Between 366 days to 730 days (Both days inclusive)  $250 
Between 731 days to 1095 days (Both days inclusive)  $300 
More than 1096 days  $350 

Below are examples of penalties imposed for late lodgements.

Example 7

ABC LP has changed its principal place of business from 123 Yarra Road Singapore 123456 to 987 Aroozoo Lane Singapore 987654 on 15 March 2012. Under section 18 of the LP Act, the LP is required to lodge notification within 14 days of the change. The LP lodged the prescribed form online via BizFile on 23 May 2012.

The penalty imposed on the LP is as follows:

Legal Requirement Due Date to File Notification Date of Notification Period of Default Penalty
Section 18 29 March 2012 23 May 2012 30 March 2012 to 23 May 2012 $75

Example 8

Partner, Mr David Tan of ABC LP, has resigned on 20 June 2012 and Mr Justin Lim has joined the LP as a partner on 20 June 2012. Under section 18 of the LP Act, the LP is required to lodge notification of the cessation and appointment of the Partner within 14 days of the change. The LP lodged the prescribed form online via BizFile on 30 September 2012. The penalty imposed on the LP is as follows:

Legal Requirement Due Date to File Notification Date of Notification Period of Default Penalty
Section 18 4 July 2012 30 September 2012 5 July 2012 to 30 September 2012 $100 for each cessation and appointment of a partner
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