Playbook: File the annual return (and the AGM question)

When you meet it

Every company has a financial year end (FYE), and the annual return is the recurring filing that follows it — this is the single most common reason a CSP opens a task in a given month. You will meet it two ways: it lands automatically on the compliance calendar once a company’s FYE has passed, or a client asks "have we filed our AR yet?" and you need to check.

Legal basis

The AGM question is settled law: under section 175A of the Companies Act 1967, a private company is exempt from holding an AGM if it sends its financial statements to all members within 5 months after the financial year end (this exemption has applied automatically since 31 August 2018) — but members can still require an AGM to be held.

The financial statements themselves are accompanied by the directors’ statement under section 201(16) of the Companies Act 1967, read with the Twelfth Schedule, which must be signed by at least two directors. The exact sub-clause governing edge cases (e.g. single-director companies) is to be confirmed by counsel; not legal advice.

The annual return filing itself follows the FYE, but this playbook does not assert a specific number of days for the filing window — that figure is to be confirmed by counsel for each company, since it can depend on company type and listing status. CorpSec AI’s compliance calendar computes the due date for you from the FYE it holds on record, and you should have that computation checked against the current ACRA requirement for the company in question.

The standard steps

• Confirm the financial year end (FYE) on record for the company is correct.
• Decide whether an AGM is required, or whether the company can rely on the s175A exemption by sending financial statements to all members within the statutory window — checking first that no member has requisitioned an AGM.
• Prepare the financial statements and the directors’ statement, signed by at least two directors (s201(16)).
• Hold the AGM if one is required, or circulate the financial statements if relying on the exemption.
• Lodge the annual return with ACRA by the applicable due date — confirm the exact window with counsel for the company.
• Keep records of the FYE, the AGM/exemption decision, and the lodgement for the client file.

Before you start — prerequisites, materials & parties

• Prerequisites: the client's CDD is passed; the correct FYE is on record (it drives the whole timeline); the AGM/exemption question is settled first (see the AGM playbook); and the financial statements are finalised.
• Materials: the financial statements, the directors' statement signed by at least two directors, and the company's current officer and shareholder particulars (the return reports them).
• Parties: the directors (who sign the directors' statement), the members (who receive the statements), the auditor if the company is not audit-exempt, and ACRA (the return).

Common pitfalls & edge cases

• Treating the AR and the AGM as one thing. They are separate obligations. Relying on the s175A exemption removes the meeting, not the annual return — you still file the AR.
• Stale FYE. The AR deadline and the AGM window both compute from the FYE. If the FYE was changed but not recorded, every date is wrong — reconcile after any FYE change.
• Single-director company and the directors' statement. The statement needs at least two directors' signatures (s201(16)); a one-director company is an edge case to confirm with counsel.
• Filing over an unresolved AGM requirement. If a member has required an AGM, relying on the exemption is not open — resolve the meeting first.
• Assuming a fixed filing window. The exact number of days for the AR can depend on company type and listing status. CorpSec AI computes a due date from the FYE, but the figure should be verified against the current ACRA requirement — this playbook does not hardcode it.
• Officer/shareholder particulars out of date. The return reports current particulars. Filing with stale officer or shareholder data means the public record is wrong — reconcile the registers first.

Timing & sequence

• Confirm FYE → settle the AGM/exemption question → finalise statements and sign the directors' statement → file the annual return with ACRA by the computed due date.
• The verified figure is the s175A 5-month circulation window for the AGM exemption; the AR filing window itself is to be confirmed by counsel and computed by the calendar from the FYE.

In CorpSec AI

The compliance calendar is what surfaces this task — it computes recurring deadlines from each company’s FYE, and an annual-return task appears on schedule rather than relying on someone remembering.

1. Task opens from the compliance calendarThe annual-return task is created against the company once its FYE has passed; you can also open it manually from + New task in the left panel.
2. Check the AGM / exemption questionCorpSec AI shows whether the company can rely on the s175A exemption (financial statements sent to all members) or needs to hold an AGM, based on what is on file. Confirm this against the current facts — including whether any member has required an AGM.
3. AI drafts the directors’ statementReview the draft in the Document tab. To adjust wording or figures, select the text and comment — the AI applies just that pinpoint edit.
4. Four-eyes approvalThe directors’ statement and any AGM-related resolution route to a different, suitably senior colleague for approval before signatures go out.
5. Collect signaturesThe Signing tab creates a signing link per director. At least two directors must sign the directors’ statement. Track Signed/Pending and send reminders for anyone outstanding.
6. File the annual returnThe filing step is deadline-aware against the due date the compliance calendar computed. Complete it to record the lodgement. Live BizFile submission is roadmap — this step records that the AR was filed, it does not submit to ACRA automatically.