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How to File Annual Returns for your Business

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Every company in Singapore is required to maintain a register of shareholders, also known as a register of members. This document is an official record of all individuals or entities that own shares in the company. It must include details such as the names of shareholders, the number and class of shares held, and the dates on which shares were issued or transferred.

The register is more than just a compliance requirement; it serves as proof of ownership and helps safeguard shareholder rights. It is also a key reference for regulators, investors, and stakeholders who need clarity on the company’s shareholding structure. In Singapore, the Accounting and Corporate Regulatory Authority (ACRA) requires companies to keep this register updated at all times, either at the company’s registered office or through the electronic register maintained by ACRA.

Proper preparation and timely updates of the register ensure transparency, smooth business operations, and compliance with the Companies Act.

How to File Annual Returns for Your Business

The Ministry of Executive Officers requires all enterprises to submit an annual rate of return after each fiscal year. An overview of the yearly return filing process, including what documents are required and how they should be completed, will be provided in this article.

Average Annual Return: What Does It Mean?

The annualised return (ARR) is the amount of money an investment has made throughout its life. Ideally, an investor’s average yearly return will be greater than the interest rate they would get from a traditional savings or checking account.

Before investing, many people look at their peers’ average yearly returns on investment to gauge their risk tolerance. Investors in mutual funds, for example, examine and evaluate the average yearly return of equity funds as part of their investing strategy.

A mutual fund’s historical average annual return is represented by its average annual return percentage (AAR). Three, five, and ten-year intervals are often used for the AAR. These three factors go into a mutual fund’s annual return rate:

  • Unrealised profits or losses in the underlying securities in a portfolio cause an increase in the share price.
  • The mutual fund distributes the capital profits. A share of the profits from the sale of stocks and other assets goes to the mutual fund.
  • Dividends paid by a corporation influence a mutual fund’s ARR and reduce the value of the fund’s assets.

An investment’s long-term success may be gauged by its average yearly return. The best average yearly return is between 6% and 9%. An ambitious and active investor, on the other hand, might expect an annual return of roughly 15%.

What Is the Yearly Profit of The Company?

An investment’s yearly return is the amount of money it earns throughout the investment period. The annual return is the sum of all investment returns, including interest, capital gains, and losses, over the year. The company’s ordinary shares, directors, shareholders, debts, corporate governance, etc., are all included in the annual return document.

In other words, it’s a snapshot of the company’s financial picture as it stood at the end of the fiscal year—the Companies Act, 2013 mandates that companies submit their yearly reports to the legal authorities. The annual report provides insight into the financial health of the organisation.

Annual returns are also required, although income tax returns are also required. It doesn’t matter whether you make money or not when filing your taxes. Therefore, even if a company is inactive and does not conduct any business, it must submit an annual income tax return.

Documents Needed for Annual Return Filing in Singapore

As per the Singapore Companies Act, companies must file their Annual Return within 30 days of the Annual General Meeting (AGM). The key documents required include:

  • Registered company name
  • Unique Entity Number (UEN) / registration number
  • Registered office address
  • Details of principal business activities
  • Particulars of company secretary and directors
  • Shareholder information and share capital structure
  • Annual financial statements
  • Auditor’s details (if applicable)

Who Has to File an Annual Return?

There are three categories of companies that are required to file an annual return:

Class I

All companies incorporated under the Companies Act, 1956 or 2013, must submit their Annual Return in Form MGT-7 within 60 days of the conclusion of their Annual General Meeting (AGM). Additionally, these companies must file their financial statements in e-Form AOC-4 within 30 days of the AGM.

Class II

Companies whose names appeared in the Public Notice No-ROC-DEL/248/STK-5/2018/2912, issued on 18/06/2018, for failure to comply with Annual Filing requirements. This notice was sent to 31,250 businesses.

Class III

Under Section 164(2) of the Companies Act, directors of companies that fail to file annual returns are disqualified from continuing as directors in such companies.

Accounting Records Upkeep

The Book of Accounts is a legal requirement for every business. Beyond ensuring compliance with the law, it also helps track and manage the company’s finances. Under the Companies Act, 2013, all companies must maintain proper Books of Accounts in a prescribed format. These records must include:

  • A detailed record of the company’s income and expenditures
  • A statement of the company’s assets and liabilities
  • Comprehensive sales and purchase data
  • All other relevant financial and business transactions

Preparation of a Company’s Financial Reports

The Book of Accounts serves as the foundation for preparing a company’s financial statements. Financial statements also include information on the financial status, performance, and changes in a company’s financial status as a taxpaying entity. Other statements/explanatory notes of a company are also included in the financial statements.

Performing a Financial Statements Audit

Within one month of its registration, every company must appoint its first auditor. Only individuals or firms that are Chartered Accountants in practice are eligible to be appointed as auditors of a company.

Once appointed, the auditor is responsible for examining the company’s financial records and preparing an audit report for the Board of Directors. The report must state whether the financial statements present a true and fair view of the company’s financial position.

AGM Officially Opens for Business

Every year, the company’s shareholders gather for an Annual General Meeting (AGM). According to the Companies Act, 2013, every company other than a One Person Company must hold an AGM annually.

The interval between two AGMs must not exceed 15 months. However, the first AGM of a newly incorporated company must be held within 18 months of its incorporation.

For more details, check out IMC, a leading cross-border advisory firm serving large organizations, multinational corporations, SMEs, high-net-worth individuals, family-owned businesses, and start-ups.

Filing of the Annual Tax Returns

The Registrar of Companies (ROC) must be notified of the results of the Annual General Meeting (AGM). The Ministry of Corporate Affairs (MCA) must also receive the company’s audited financial statements in the prescribed format. After the conclusion of the AGM, the company must file its financial statements within 30 days and its annual return within 60 days.

  • Form MGT-7 requires the submission of specific documents and information.
  • The company’s balance sheet and profit & loss account.
  • Certificate of Compliance and the location of the registered office.
  • A list of shareholders along with the company’s shareholding structure.
  • Details of securities transfers and transmissions.
  • Information regarding shares and debt securities.
  • Any changes in directorship.
Things To Keep in Mind When Filing Your Annual ROC Form

All directors must be notified at least seven days before the meeting and must sign an acknowledgement of receipt.

According to Section 134 of the Companies Act, 2013, the financial statements and the consolidated income report must be signed by the company’s chairperson or any two directors, one of whom must be the Chief Executive Officer or the Managing Director. If appointed, the Company Secretary and Chief Financial Officer must also sign. In the case of a One Person Company (OPC), the director alone is responsible for signing.

As per Section 101 of the Act, 2013, all members, legal representatives of deceased members, directors, and auditors must receive a general meeting notice at least 21 days in advance. The notice must include a map of the meeting location, and the company’s website should be updated in case of any change in venue.

The company must maintain its books of accounts at the registered office. If the company’s location changes, Form AOC-5 must be filed with the approval of the board of directors.

As stated on the MCA portal, all forms must be uploaded with due care to ensure accuracy and compliance.

Filing Annual Returns Forms

To file an annual return with the Company Registrar under the Companies Act, 2013, companies must complete the following forms:

  • AOC-4 Form: Used to file financial statements and other required documents.
  • AOC-4 CFS Form: For submitting consolidated financial statements (CFS) with key features.
  • AOC-4 XBRL Form: Used for filing XBRL documents, including financial statements and related records.
  • MGT-7 Form: Applicable to companies with share capital for filing their annual return.
  • Signing: If not signed by the company’s directors and secretary, the annual return form must be signed by a practising company secretary. In the case of a One Person Company (OPC), the director must sign the document.
When You File Your Taxes, You Get a Host of Advantages

Post-incorporation services from CAC—such as the change of directors, partners, or trustees, the increase of share capital, a change in business objectives or registered address, or the request for a Certified True Copy (CTC) of incorporation papers—are only accessible once all annual returns and penalties have been fully paid by the registered organisation.

During due diligence inspections, up-to-date filings help present your firm as a reputable organisation. The CAC is a common source of information for banks and investors conducting research on companies they intend to engage with. Without updated records, CAC would be unable to provide favourable responses or relevant information about a company’s current status.

A current annual return filing is often a requirement for contract bids in both public and private sector organisations across Nigeria.

If you need to urgently obtain a CTC of an incorporation document, staying compliant with annual return filings saves both time and money. Penalties for non-compliance are generally more costly, and outdated filings may delay access to CAC services. To benefit from CAC services quickly, a company must remain fully compliant and up to date with its annual returns.

All companies are required to file annual returns as mandated by the Companies Act, 2013, or other applicable laws. Even if a company has no transactions in the previous year, it may file a NIL annual return. For more detailed guidance, you may visit IMC’s official website.

Companies Exempted from Attaching Financial Statements in Singapore
Category Description / Criteria
Foreign Companies Companies incorporated outside Singapore.
Companies Limited by Guarantee Companies formed for non-profit purposes without share capital.
Foreign Company Branches Branches of overseas companies registered in Singapore.
Small Companies Meet 2 of 3 conditions: (1) Annual revenue ≤ S$10 million, (2) Total assets ≤ S$10 million, (3) ≤ 50 employees.
Exempt Private Companies (EPCs) Private companies with ≤ 20 shareholders and no corporate shareholders.
Dormant EPCs EPCs that have not carried out business activities and earned no revenue in the past financial year.
FAQs on Filing Company Returns in Singapore
  1. What is the process to file a company tax return in Singapore?
    Companies must file Form C or Form C-S with the Inland Revenue Authority of Singapore (IRAS), along with their audited or unaudited financial statements by the stipulated deadline.
  2. How can a company file its annual return?
    Annual returns are filed online with ACRA through BizFile+, including details of company officers, shareholders, and financial statements if applicable.
  3. When must a Singapore company file its annual return?
    Annual returns must be filed within 7 months of the financial year end and after the AGM, if the company is required to hold one.
  4. Where can a company submit its annual return?
    All annual returns are submitted electronically via ACRA’s BizFile+ portal using SingPass or CorpPass credentials.
  5. What steps are involved in filing an annual return in Singapore?
    The company prepares financial statements, ensures AGM requirements are met (if applicable), and files the return through BizFile+.
  6. Do small or dormant companies need to file annual returns?
    Yes, even dormant or small companies must file annual returns with ACRA, though exemptions may apply for financial statement submissions.
  7. How do businesses handle filing returns with ACRA and IRAS?
    ACRA handles annual return filing, while IRAS manages corporate tax filings. Both are mandatory but serve different compliance purposes.
  8. How many types of return filings exist?
    There are seven different ITR forms available for individual taxpayers.

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