What Are the ACRA Penalties My Company May Incur?

What is ACRA?

ACRA is the Accounting and Corporate Regulatory Authority under the Ministry of Finance of the Singapore Government. ACRA’s primary purpose is to be responsible for the registration of new businesses, monitoring ongoing businesses and ensuring businesses are closed down properly when they cease to exist. Additionally, ACRA is responsible for overseeing financial reporting and the facilitation of enterprise. ACRA also can impose fines and issue court summons to companies that fail to comply with their compliance requirements according to the Companies Act. Continue reading to learn more about the ACRA penalties your company could incur, to be well informed on how your company can avoid committing these offences!

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Common Offences & Penalties

ACRA imposes penalties ranging from fines to imprisonment for their span of common offences for companies in their detailed list displayed on their website. Here are all the common offences and their designated penalties.

• Failure of Substantial Shareholder to notify company of its interests

A notice shall be so given despite whether the individual has ceased to be a substantial shareholder before the expiration period

• Failure of a company to have a Registered office address

Every officer of the company who is in default shall each be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty

• Failure to notify the Registrar of any change in the situation of the registered office address and office hours

Punishable with the penalty of paying a composition sum. Every officer of the company who is in default shall each be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.  

• Failure to publish Company’s Name and Registration Number

Punishable with the penalty of being subject to fines, varying depending on the severity of the offence.

• Requirement to have at least one ordinarily resident director in Singapore

Punishable with the penalty of being subject to fines, varying depending on the severity of the offence.

• Disqualification to act as director of company due to bankruptcy

A guilty individual shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both

• Disqualification to act as director on conviction for certain offences

Any offence (whether in Singapore or elsewhere) involving fraud or dishonesty is punishable with imprisonment for 3 months or more

• Disqualification to act as director for persistent default in relation to delivery of documents to Registrar

A guilty individual shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both

• Failure to notify the Registrar of changes in the Register of directors, managers, secretaries and auditors

Every officer of the company who is in default shall each be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty

• Failure to hold the Annual General Meeting within the stipulated timeframe

A guilty individual shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both

• Providing a False and Misleading Statement

A guilty individual shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both

• Carrying business without registering a corporation and for improper use of words Limited and Berhad (Unregistered entity)

A guilty individual shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both

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Late Lodgement Fees

Late lodgement fees typically take place when a company or a director commits a breach in their statutory obligations and is penalised by ACRA for doing so. A guilty individual shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both. Or for example, if the breach pertains to non-filing of a statutorily required document, this is likely to result in the possibility of having to pay a composition sum. However, in the case where the company or director chooses to lodge the document on a later date, there is a late lodgement fee required in which the longer the company or director chooses to delay the lodging of the document, the more lodgement fee increases.

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Example:

Company XYZ has breached: Section 143(1) of the Companies Act (When there is a change in the registered office address of any company, the company must lodge a prescribed form on BizFile+ within 14 days after the address change)

Change: Relocated their office on: January 1st 2021

Requirement: To update their registered office address by: January 15th 2021 (14 Days Afterward)

Scenario:  

Company XYZ Selected their lodgement date to be: February 10th 2021 (26 Days Afterward)

Company XYZ has a length of default of: Under 30 Days

Penalty: S$50 Late Lodgement Fee

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Late Annual Return Fees

According to ACRA, all companies incorporated within Singapore are required to file annual lodgement including annual returns and annual declarations on a timely basis. In the case of late filing of annual returns and annual declarations, a late lodgement penalty will be payable. From April 30th 2021 onward, ACRA has revised the penalty framework for late annual lodgements in order to promote punctually meeting statutory obligations on annual reporting by developing a simplified 2-tier penalty. The revised penalty framework states that those Variable Capital Companies or Limited Liability Partnerships will be charged with a late lodgement penalty of S$300 in the case that the annual return or annual declaration is filed within 3 months after the filing due date. Whereas, in the case where the lodgement is filed more than 3 months after the filing due date, a late lodgement penalty of S$600 will be charged.

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