ACRA Non-Compliance: Fines, Director Exposure & Strike-Off Risks
Many Singapore companies underestimate the consequences of ACRA non-compliance. Late filings are often treated as minor administrative issues, and reminders from regulators are sometimes ignored — until penalties escalate or directors face personal exposure.
In reality, ACRA non-compliance is not just about missing deadlines. It can lead to financial penalties, director disqualification risk, reputational damage, and even compulsory strike-off.
This article explains what ACRA non-compliance really means, the penalties involved, and what directors must understand to protect themselves.
What Is ACRA Non-Compliance?
ACRA non-compliance occurs when a company fails to meet its statutory obligations under the Companies Act.
These obligations are enforced by the Accounting and Corporate Regulatory Authority and apply regardless of company size or activity level.
Common areas of non-compliance include:
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Late or non-filing of Annual Returns
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Failure to hold Annual General Meetings (AGMs)
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Incorrect or outdated registers
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Failure to lodge financial statements
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Inaccurate disclosures of officers or shareholders
Importantly, dormant or inactive companies are not exempt unless formal exemption conditions are met.
Why ACRA Takes Non-Compliance Seriously
ACRA’s role is not merely administrative. It safeguards:
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Corporate transparency
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Creditor and investor confidence
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Integrity of Singapore’s business environment
As a result, repeated or prolonged non-compliance is treated as a governance failure, not an oversight.
Consequences of ACRA Non-Compliance
1️⃣ Financial Penalties and Late Filing Fees
The most visible consequence of ACRA non-compliance is monetary penalties.
Typical outcomes include:
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Late filing penalties that increase over time
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Composition fines offered instead of prosecution
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Court summons for persistent offenders
While individual fines may appear manageable, cumulative penalties can become significant, especially for companies that fall behind multiple years.
2️⃣ Director Personal Exposure (Often Overlooked)
A critical misconception is that penalties apply only to the company.
In reality:
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Directors are personally responsible for compliance
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ACRA may prosecute directors individually
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Ignorance or reliance on third parties is not a defence
Repeated breaches may result in:
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Court action
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Criminal records
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Disqualification considerations
Director exposure is one of the most serious consequences of prolonged non-compliance.
3️⃣ Heightened Scrutiny From Other Authorities
ACRA non-compliance rarely exists in isolation.
Once a company is flagged, other regulators may take interest — including the Inland Revenue Authority of Singapore.
This can lead to:
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Tax audits or reviews
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Questions on accounting accuracy
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Challenges to tax filings and positions
Compliance gaps often cascade across regulators.
4️⃣ Reputational Damage and Banking Issues
ACRA filings are public records.
Consequences include:
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Banks reviewing compliance status during renewals
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Investors raising governance concerns
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Business partners questioning reliability
In practice, compliance lapses often surface at the worst possible time — fundraising, financing, or exit.
5️⃣ Strike-Off Risk (Voluntary vs Compulsory)
One of the most severe consequences of ACRA non-compliance is strike-off.
Voluntary Strike-Off
Applied when:
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Company is dormant
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All obligations are met
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No outstanding liabilities
Compulsory Strike-Off
Initiated by ACRA when:
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The company is persistently non-compliant
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Filings are long overdue
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Directors are unresponsive
Compulsory strike-off can:
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Disrupt business operations
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Freeze bank accounts
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Create issues for directors in future incorporations
Common Misconceptions About ACRA Non-Compliance
❌ “The Company Is Inactive, So It Doesn’t Matter”
False. Dormancy does not remove filing obligations unless properly declared and maintained.
❌ “My Accountant or Secretary Will Handle It”
Responsibility cannot be delegated away. Directors remain accountable.
❌ “We Can Fix Everything Later”
Back-dated compliance often costs more and invites scrutiny.
❌ “Small Companies Are Not a Priority”
ACRA enforces compliance across all company sizes.
What Directors Should Do Immediately
If your company is behind on filings, directors should:
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Identify all outstanding obligations
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Rectify filings promptly
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Assess exposure and penalty risk
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Implement a compliance calendar
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Ensure proper oversight going forward
Early action often limits penalties and prevents escalation.
A Simple Compliance Health Check for Directors
Ask yourself:
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Are our Annual Returns up to date?
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Have AGMs been properly held or dispensed with?
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Are registers and officer details accurate?
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Are financial statements prepared and filed correctly?
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Do we have visibility over compliance deadlines?
If any answer is unclear, risk already exists.
Why ACRA Non-Compliance Is a Governance Issue
Beyond penalties, ACRA non-compliance signals:
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Weak internal controls
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Poor oversight
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Director disengagement
For growing companies, these weaknesses often surface later during:
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Audits
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Due diligence
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Regulatory reviews
Fixing compliance early is far cheaper than explaining it later.
Final Thoughts
ACRA non-compliance is not a minor administrative inconvenience. It exposes companies and directors to financial penalties, regulatory scrutiny, reputational harm, and strike-off risk.
In Singapore’s highly regulated environment, compliance is not optional — it is a fundamental part of doing business responsibly.
Directors who stay proactive protect not only their companies, but also their personal standing and future opportunities.
How uSafe Can Help
uSafe supports companies and directors with:
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ACRA compliance health checks
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Rectification of overdue filings
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Director advisory on exposure and risk
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Strike-off planning (voluntary, not forced)
If your company has fallen behind or you are unsure of your compliance status, addressing it early makes all the difference.
Sources: https://www.acra.gov.sg/Home
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