Penalties & enforcement action: Not holding an AGM
Directors who do not meet annual general meeting (AGM) requirements may face enforcement action such as prosecution, disqualification, and debarment.
Last updated 23 June 2026
Overview
Directors who fail to meet AGM due dates and requirements can be prosecuted, disqualified or debarred. The company may also need to pay a composition sum if it does not hold required AGMs.
Note: Late AGMs often lead to late annual return filings. Each late annual return can lead to separate penalties and enforcement actions.
Composition sum
Instead of court prosecution, ACRA may first offer you the option to pay a composition sum. This allows you to settle the matter without going to court.
The minimum composition sum is $500 for each breach.
Court prosecution
ACRA may prosecute a company and its directors in court if:
The composition sum is not accepted.
The company has multiple or repeated breaches.
ACRA decides not to offer a composition.
ACRA decides not to offer a composition after a court summons has been issued.
Key stages of the court prosecution process
Stages | Details |
|---|---|
Summons | ACRA will send a summons by registered mail to the company’s registered office or the director’s home address. The summons will state the:
|
Court attendance | A representative (with a letter of authority) or director must attend court. This applies even if an appeal is being processed. In court, the representative or director may choose to:
If the company fails to send a representative, the court may proceed with the hearing in the company's absence. If a director fails to attend court, a warrant for their arrest will be issued. |
Verdict and fine | If convicted, the fine can be up to $5,000 per charge, and you may also be liable to a default penalty. |