The two obligations
The annual return can only be filed after the financial statements have been laid before members, so in practice the AGM date governs everything. A late AGM is the usual cause of a late annual return — two breaches from one delay.
A private company may not need an AGM at all
Under section 175A, a private company can dispense with the AGM if it sends its financial statements to every member within 5 months of the financial year end and no member asks for a meeting. A dormant relevant company that is exempt from preparing financial statements is also relieved of the AGM.
Two things this does not change:
- The annual return is still due, on exactly the same date.
- Any single member can still require an AGM — by notice no later than 14 days before the end of the sixth month after the year end.
Tick the exemption in the calculator and it will show the 5-month circulation date in place of the AGM date.
What it costs to be late
Late annual return — a late lodgement penalty, charged by ACRA on filing:
Late AGM, or late annual return as an offence — ACRA may offer a composition sum of at least S$500 per breach to settle the matter without going to court. Because a late AGM usually causes a late annual return, one offer can cover both breaches together.
And it does not stop at the company. Directors are personally responsible for these filings. Persistent default can lead to prosecution and, for a director with three or more breaches across companies within five years, disqualification from acting as a director for five years.
The practical reading of these dates
The deadline is not the date to start. Working backwards from a 31 December year end for a private company:
- By around March — management accounts closed, so you know whether an audit is needed.
- By May — financial statements drafted and, if applicable, audited.
- 31 May — the section 175A circulation date, if you are taking the no-AGM route.
- 30 June — AGM held, or the exemption relied on.
- 31 July — annual return filed with ACRA.
Note the separate tax timetable: Estimated Chargeable Income is due within three months of the year end, and the corporate tax return by 30 November. They run alongside these dates, not after them.
Dates this calculator does not attempt
It answers the ordinary case. Ask us if any of these apply, because the dates move:
- your first financial year after incorporation, where the year end is still being set;
- a change of financial year end, which needs ACRA’s approval in some circumstances;
- an extension of time applied for from ACRA;
- a company in liquidation or under judicial management;
- a variable capital company or a foreign branch, which file on their own rules.
We can simply keep the calendar for you
3E Accounting prepares the financial statements, convenes the AGM or handles the section 175A route, and files the annual return — with the deadlines tracked so nobody has to remember them. If you have found this page because something is already late, tell us how late and we will deal with ACRA.
Contact us at info@3ecpa.com.sg or read more about AGMs and annual returns.
Source: Companies Act (Cap. 50) sections 175, 175A and 197, and the Accounting and Corporate Regulatory Authority’s published penalties for late annual return filing and for not holding an AGM.
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