Overdue Filings in Singapore: A Simple 5-Step Catch-Up Guide

中文版：公司申报逾期了？新加坡公司如何一步步补办逾期申报

It happens more often than you’d think. A founder gets busy, the bookkeeper leaves, or the company secretary stops replying, and one missed deadline becomes two years of overdue filings. The good news is that the fix follows a set order. This guide explains the order for clearing overdue filings using ACRA’s and IRAS’s published rules, shows what each step costs, and explains when closing the company may be the better route.

Which overdue filings matter, and what happens if they’re late

Step 0: Work out which overdue filings you have

Before fixing anything, list every financial year since the last clean filing. For each financial year end (FYE), record four things:

• Was an AGM held, or was the company exempt or had it dispensed with AGMs?
• Was the annual return filed on Bizfile?
• Was the Form C-S/C filed on myTax Portal, and was an ECI due?
• Do accounts exist for that year?

Check your company’s Bizfile profile for the last annual return filed, and the myTax Portal for any outstanding returns or estimated assessments. Also collect every letter from ACRA or IRAS, because each one tells you how far enforcement has progressed.

Step 1: Rebuild the books and financial statements

Every later step depends on this one. The AGM, the annual return and the tax return all rely on that year’s financial statements, so nothing can be filed until they exist.^[3]

• Work oldest first. Each year’s closing balances become the next year’s opening balances, so the years must be done in sequence.
• Gather bank statements, invoices and receipts for every overdue year. Banks can usually supply past statements if yours are missing.
• Check whether each year needs an audit. Most small private companies are exempt, but confirm this year by year.
• Check whether the annual return needs financial statements in XBRL format, and prepare them alongside the accounts if so. (We handle XBRL preparation too.)

Step 2: Deal with each missed AGM

For each year of overdue filings, the company needs one of these:^[4]

• Hold the AGM and lay the financial statements before members, or
• Pass written resolutions covering the AGM matters, if all members have resolved to dispense with AGMs, or
• Rely on an exemption, if the company qualified for it in that year. (See our guide to the Section 175A AGM exemption.)

Whichever route applies, you must declare the AGM details when you file the annual return.^[4] Holding the AGM late does not remove the breach, but it is a necessary step towards filing the annual return.

Step 3: File the overdue annual returns with ACRA

File each annual return on Bizfile, oldest first. The late penalty is calculated and applied automatically when you submit:^[1]

If ACRA has already started enforcement, the penalty may not be the only cost:

• Composition offer: ACRA may offer to settle each breach (for example, a late AGM and a late annual return) for at least $500 per breach instead of prosecuting.^[1]
• Prosecution: if convicted, the fine can be up to $10,000 per charge.^[1]
• Appeals: you can ask ACRA to review a late penalty using its Late Lodgment Appeal Form, with supporting documents. A review takes about four weeks, and you must still attend any scheduled court dates while it is being processed.^[2]

Step 4: Catch up with IRAS

If your overdue filings include a Form C-S/C, IRAS’s process usually escalates in this order:^[5]

1. Estimated Notice of Assessment (NOA). IRAS estimates the company’s tax from past income or other information. The estimated tax must be paid within one month, and you have two months to object.
2. Composition offer of $200 to $1,000, depending on the company’s filing and payment history.
3. Section 65B(3) notice to the directors, requiring information by a deadline.
4. Court summons. On conviction, the company faces a fine of up to $1,000. A director convicted under section 65B(3) faces a fine of up to $10,000, up to 12 months’ imprisonment, or both.

File the outstanding returns on myTax Portal and pay any composition before its deadline. Don’t let more than one year build up: if a company fails to file for two or more years, the court can order a penalty of twice the tax assessed plus a fine of up to $1,000.^[5]

In the worked example above, the FY2024 return (Year of Assessment 2025) was due on 30 November 2025 and is overdue. The FY2025 return (YA 2026) isn’t due until 30 November 2026, so the company can still file it on time.^[5]

Step 5: Clean up the other items people forget

A company with overdue filings usually has other gaps too. Check these while you’re catching up:

• Statutory registers, including the register of members, register of directors and register of registrable controllers.
• Changes never lodged with ACRA, such as directors who resigned, new shareholders or a new registered address.
• A company secretary. If yours has left or stopped acting, appoint a new one first so someone is responsible for getting the filings done.
• CorpPass access for whoever will file on Bizfile and myTax Portal.

What’s at stake if you leave overdue filings unresolved

• Director disqualification. A director convicted of three or more filing offences within five years is disqualified for five years and cannot manage any local or foreign company during that time.^[1]
• Debarment. If a company fails to lodge required documents for three months or more, ACRA can debar its directors, which stops them taking up new director or company secretary appointments.^[1]
• Striking off by ACRA. If a company hasn’t filed annual returns for consecutive years and ACRA believes it is not carrying on business, ACRA can strike it off. ACRA sends a notice with a 30-day window to object, publishes gazette notices, and then removes the company from the register.^[1][9]
• Knock-on disqualification. A director of three or more companies struck off by ACRA within five years can be disqualified for three years (five for a repeat).^[1]

Catch up, or close the company?

If the company has stopped trading or never started, applying to strike it off yourself may make more sense than catching up years of overdue filings. ACRA allows a company to apply for striking off even with outstanding annual returns, as long as it meets the other criteria, and the application is free.^[7] Among other conditions, the company must:^[7]

• have stopped trading or never started business
• own nothing and owe nothing, with no charges in the charge register
• have no unpaid debts or unresolved issues with any government agency
• not be involved in legal cases or regulatory action

IRAS is where the catch-up still applies. Before applying, the company must file all outstanding Form C-S/C, with accounts and tax computations up to the date it ceased business, and settle all tax matters. If IRAS objects to the application, the company has two months to settle the outstanding tax matters, or the application lapses.^[8] If ACRA rejects the application, the company must continue meeting all its filing obligations.^[7]

Not late yet, but about to be?

If you can see the annual return deadline coming and the accounts won’t be ready in time, ACRA lets you apply for an extension of time: $200 for 60 days.^[1] Apply before the deadline passes. Once your overdue filings are cleared, a simple filing calendar with four dates a year (ECI at 3 months, AGM at 6 months and annual return at 7 months after FYE, plus Form C-S on 30 November) keeps you from falling behind again.

Frequently asked questions

Can ACRA waive the late lodgement penalty?

You can appeal by submitting ACRA’s Late Lodgment Appeal Form with supporting documents. ACRA takes about four weeks to review an appeal, and you must still attend any scheduled court dates in the meantime.^[2]

Can directors be personally penalised for late filings?

Yes. Directors have a legal duty to file the annual return on time.^[3] Three or more filing convictions within five years lead to a five-year disqualification.^[1] For tax, a director convicted under section 65B(3) of the Income Tax Act faces a fine of up to $10,000, up to 12 months’ imprisonment, or both.^[5]

How much is the penalty for filing an annual return late?

$300 if it is filed up to 3 months after the due date, or $600 if more than 3 months late. The penalty is applied automatically when you submit on Bizfile.^[1]

Can I strike off my company without filing the overdue annual returns?

ACRA allows a striking-off application even with outstanding annual returns, if the company meets all the other criteria.^[7] However, IRAS requires all outstanding Form C-S/C to be filed and tax matters settled first.^[8]

What happens if I ignore IRAS’s estimated assessment?

The estimated tax must be paid within one month. If the company still doesn’t file, IRAS can offer a composition, issue a notice to the directors and then a court summons. If two or more years are missing, the court can impose a penalty of twice the tax assessed.^[5]

Company secretary takeover: S$200, including your first year of secretarial service. AGM documents and annual return filing: S$192 per year, including ACRA’s filing fee (ACRA’s late penalties are charged separately). Year-end financial statements from S$750 per year, and Form C-S filing from S$200. Once you’re caught up, monthly bookkeeping starts at S$60/month.