Most late filings are not the result of anyone deciding to file late. They come from counting from the wrong date, or from assuming that not holding a meeting is the same as being exempt from holding one.
Every deadline below runs from the financial year end, which is why the financial year end chosen at incorporation matters more than it seems to at the time.
Deadlines are those in the Companies Act as at August 2026, and fees are those published by ACRA. Confirm the current position on the ACRA website before relying on a date.
The annual general meeting
Under section 175, a company must hold an AGM after the end of each financial year within:
| Company | Deadline after financial year end |
|---|---|
| Listed public company | 4 months |
| Any other company | 6 months |
The Registrar can extend the period on application where there are special reasons.
The annual return
Under section 197, a company lodges its annual return with the Registrar after its AGM, within:
| Company | Deadline after financial year end |
|---|---|
| Listed company | 5 months |
| Any other company | 7 months |
| Listed, keeping a branch register outside Singapore | 6 months |
| Any other company, keeping a branch register outside Singapore | 8 months |
Filing an annual return costs $60. An application to extend the time to file accounts or hold an AGM costs $200, and has to be made rather than assumed.
Dispensing with the AGM is itself a process
This is where private companies most often get caught. Under section 175A, a private company need not hold an AGM for a financial year in any of three situations:
One. A resolution to dispense with AGMs is in force. It must be passed by all the members entitled to vote, and once passed it applies to that year and subsequent years.
Two. By the end of the financial year, the company has sent its financial statements to everyone entitled to notice of general meetings, within the period in section 203(1)(b), which is not later than 5 months after the financial year end.
Three. The company is a private dormant relevant company whose directors are exempt from preparing financial statements.
Two things follow.
Simply not holding a meeting is not one of the three. A company that skips its AGM without falling into a category has failed to comply with section 175, and both the company and every officer in default are liable.
A member can still demand one. Under section 175A(4), in a year where an AGM would otherwise have been required, any member may require one to be held, by notice not later than 14 days before the date the AGM would have been due. The right can be exercised by electronic communication.
So a dispensation is a default position, not a permanent removal of the meeting.
Sending financial statements
Under section 203, the financial statements and the auditor’s report must be sent to everyone entitled to notice of general meetings:
- not less than 14 days before the AGM; or
- where the company has dispensed with AGMs by resolution, not later than 5 months after the financial year end.
Audit: the small company exemption
Not every company needs an audit. Under section 205C and the Thirteenth Schedule, a company is a small company for a financial year if:
- it was a private company throughout the financial year; and
- it met any 2 of the following 3 for each of the 2 preceding financial years:
| Criterion | Threshold |
|---|---|
| Revenue | not more than $10 million |
| Total assets at year end | not more than $10 million |
| Employees at year end | not more than 50 |
Newly incorporated companies are dealt with separately: a company that has not reached its third financial year qualifies from its first or second financial year if it was private throughout that year and met any two of the three criteria for that year.
Two points people miss. The test looks at the two preceding years, so a company can grow past the thresholds and only lose the exemption later. And exemption from audit is not exemption from preparing financial statements.
A worked calendar
For a company with a 31 December financial year end, no listing and no branch register abroad:
| By | What |
|---|---|
| 31 May | Financial statements sent, if AGMs have been dispensed with by resolution |
| 17 June | Last date for a member to require an AGM, being 14 days before the 30 June deadline |
| 30 June | AGM held, unless properly dispensed with |
| 31 July | Annual return lodged with ACRA |
Shift the financial year end and every row moves with it. That is the whole point: there is no universal Singapore filing season, only your own year end plus a number of months.
What late filing actually costs
Late filing attracts penalties, and they escalate. Persistent default is enforced against directors personally, not against the company, and a director with a record of default has a problem that follows them to other companies.
It is the most avoidable expense a small company incurs, and it is almost always the result of nobody owning the calendar rather than anybody deciding to ignore it.
Where this sits
Keeping this calendar, and the registers behind it, is what corporate secretarial services covers. The obligations begin at company registration, and the figures behind the filings come from bookkeeping and accounting and tax and accounting.