Singapore Companies must file Annual Returns
All companies, including public corporations, not-for-profit companies, and private companies, by Singapore law, must file annual returns (ARs) once every year.
Remember that an Annual Returns is not a financial document. Instead, it’s an electronic record of publicly accessible information about your company at ACRA.
That information, includes your business address, shareholders, and directors’ details, should be up to date every year. No matter the size or setup of your company in Singapore, every business must file its Annual Return through BizFile+.
What is an Annual Return?
Companies file annual return with ACRA electronically, containing important information about the company, the name of the directors, the secretary, and the members, as well as the date the company’s financial statements were approved.
ACRA’s online filing portal BizFile+ allows your company’s appointed officer (e.g. a director or secretary) to file the annual return in the company’s name. The company may also engage the services of a registered filing agent to handle these filings on its behalf.
What do you need to provide to file an Annual Return?
An outline of the information you must provide when filing your annual return follows below.
1. Company details
Verify that the details of the company type, the address of the registered office, the details of the company officers, and details of registered charges are accurate. It is important that you update the information whenever there are changes.
2. Company’s principal and secondary activities
You should verify whether there is any changes to your business’ primary and secondary activities.
3. Shares
Check the details of your company’s shares, including the number of shares held, the number of issued shares, and the amount of paid-up shares.
4. Financial Statements in SFRS
If your company needs to file a SFRS financial statements with its annual return. The companies must submit an online declaration if they are not required to file the financial statements, when they file their annual return.
Do check with company secretarial team if your company meets the concept of audit exemptions for small companies.
For companies required to file financial statements in XBRL format, you need to complete the XBRL financial statements, have it validated before you file the annual return.
5. Date of Annual General Meeting (if applicable)
If your company held an annual general meeting (AGM), indicate the date. AGMs are not applicable if your company is exempt from holding them or has dispensed with them in accordance with Section 175A of the Companies Act.
6. Please note the following:
Upon successful completion of their annual return, all companies will receive a free business profile. Upon submitting the annual return, the individual will receive an email containing a URL for downloading the free ACRA business profile.
Unless your company is dormant, you must file the Income Tax Return with the Inland Revenue Authority of Singapore (IRAS) along with relevant supporting documentation (e.g. financial statements and tax computation). Unless the company has received a waiver by IRAS, dormant companies are required to submit their income tax returns.
Should dormant companies file Annual Return?
A dormant relevant company (also known as DRC) is exempt from the requirements of section 201A(1) of the Act. This also includes the requirement that its financial statements should be prepared and laid on the table at its annual general meeting. Since all DRCs are exempted from preparing financial statements, DRCs that are not EPCs are also exempted from preparing such documents.
The term “relevant company” is defined under Section 201A(5)(a) of the CA as meaning a company which is not a listed company or a subsidiary of a listed company, and whose total assets do not exceed SGD500,000 during the relevant financial year. The 201A(5)(b) of the CA applies the criteria outlined in sections 205B(2)-(3) to determine whether a relevant company is dormant.
Company officers must file an annual report
Only the company’s sole director is required to sign off on documents submitted with the AR if there is only one director.
A minimum of two directors must sign off on the documents submitted with the AR if there is more than one directors.
When should you file the Annual Return for Singapore Companies?
Keep in mind that the submission of your company’s Annual Return will vary on the date when your organization holds its Annual General Meeting (AGM).
According to the Singapore Companies Act, all organizations must be able to file its Annual Return after they hold the Annual General Meeting.
Hence, newly incorporated companies may perform their first Annual General Meeting and submit its Annual Return document.
- Within five months for listed companies and
- Within seven months for non-listed companies
The Annual General Meeting can be performed in person where every stakeholder meets or through a written resolution.
Companies with financial year ending on or after 31 August 2018
It is the responsibility of companies to file their annual reports within five months (for listed companies) or seven months (for non-listed companies) following the end of their financial year.
The company must file its annual returns within six months (for listed companies) or eight months (for non-listed companies) after the end of the financial year if it has a share capital and a branch registered outside Singapore.
Additionally, please note that the annual return can only be filed if:
- After the Annual General Meeting (AGM) has taken place
- After the financial statements are sent (if an AGM is not required)
- Private dormant relevant companies that are exempt from preparing financial statements or that have waived their AGM after the end of the financial year.
Extending the deadline for filing your Annual Return
Companies with a financial year ending on or after 31 August 2018 can file for extension of time to file an annual return.
The companies can request a 60-day extension of time to file their annual reports. It requires up to 14 working days for the application to be processed; therefore, you should submit the EOT application well in advance of the deadline. Application fees are SGD 200.
Companies must file their annual returns on time. Late AR filing fee of SGD 300 is imposed on companies for submitting annual returns after the deadline.
The applicable composition will also be imposed at the time of filing the annual report for the late holding of the annual general meeting.
- Section 175 – Minimum composition fee of SGD 500 – The AGM is held late.
- Section 197 – Minimum composition fee of SGD 500 – The AR is filed late.
Filing late annual returns
You will need to file the overdue annual returns before you can proceed to file the latest annual return for your company if it has not filed its annual returns for more than one financial year.
Get Singapore Company Secretarial Assistance Today!
No doubt, filing your Annual Return can be a time-consuming task. That’s especially true for many Singapore companies.
Do you need help with this matter? Reach out to our friendly Company Secretarial team for more information today.
We will make sure that your Singapore company complies with ACRA requirements annually.