Penalties & enforcement action: Late VCC annual return filing
Variable capital companies (VCCs) may face fines, director disqualification, prosecution and striking off for late filing.
Last updated 29 January 2026
Overview
All VCCs must file their annual returns on time under Section 97 of the VCC Act. If you have missed the deadline for annual returns, it is important to act quickly. Filing late can lead to enforcement action against your VCC and its officers.
If you need more time to file, you can apply for an extension of time.
Late lodgement penalties
If you file your annual return after the due date, you must pay a late lodgement penalty. The amount depends on how late the submission is.
For filing due dates on or after 14 Jan 2022
Length of default | Penalty |
Up to three months after the deadline | $300 |
More than three months after the deadline | $600 |
Example: ABC's financial year end (FYE) is 31 December 2025. Its filing deadline is 31 July 2026 (seven months after FYE). If ABC filed its annual return on 20 August 2026, 20 days after the deadline, it needs to pay $300.
When you submit the late annual return on the VCC portal, this penalty is applied automatically.
Enforcement action
Besides late lodgement penalties, ACRA may also take more serious enforcement action.
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.
As a late annual general meeting (AGM) often leads to a late annual return, this sum may cover both breaches at the same time.
The minimum composition sum is $500 for each breach.
Example: XYZ's financial year end (FYE) is 31 December 2025. The VCC held its AGM and filed its annual return late. Here is how the composition sum was calculated:
Composition sum for XYZ's late AGM and annual return
Due date | Actual date | Composition sum |
|---|---|---|
AGM: 30 June 2026 (six months after FYE) | AGM: 1 August 2026 (about one month after its due date) | At least $500 |
Annual returns: 31 July 2026 (seven months after FYE) | Annual return: 30 August 2026 (about one month after its due date) | At least $500 |
Court prosecution
ACRA may prosecute VCCs or directors in court if:
The composition sum is not accepted
ACRA decides not to offer a composition after a summons is issued
Key stages of the court prosecution process
Stages | Details |
Summons | ACRA will send a summons by registered mail to the VCC's registered office and the director's residential address. The summons will state the:
|
Court attendance | A representative (with a letter of authority) or VCC director must attend court. This applies even if an appeal is being processed. In court, the representative or director may choose to:
If the VCC fails to send a representative, the court may proceed with the hearing in the VCC’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 |
Director disqualification
Directors who repeatedly fail to meet their legal duties can be disqualified.
ACRA will disqualify directors for 5 years if they:
Are convicted of 3 or more filing offences (under the VCC Act) in 5 years
Have 3 or more companies struck off by ACRA within 5 years
While disqualified, they cannot be a director or manage any local or foreign company. The 5-year disqualification period starts from the date of conviction.