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annual returns filing in Singapore

A complete guide to Filing Annual Returns for Singapore companies

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Filing annual returns is an essential compliance requirement for companies incorporated in Singapore. It ensures that the Accounting and Corporate Regulatory Authority (ACRA) has up-to-date information about a company’s financial state, directors, shareholders, and other vital details. Missing deadlines or submitting filings incorrectly can lead to penalties and impact the company’s legal standing. This guide walks you through the fundamentals of filing annual returns in Singapore, including who must file, when to do so, and the necessary documents.

A Complete Guide to Filing Annual Returns for Singapore Companies?

Singapore has long been regarded as one of the best places to start and run a company. Therefore, Singapore is a popular choice for international entrepreneurs looking to set up shop.

Because of a lack of knowledge, people often make errors when submitting returns and other required documentation. Regardless of the size or structure of a Singapore-based company, it must adhere to specific statutory responsibilities each year.

Singapore’s legislative requirements are plain and uncomplicated. There are many deadlines, but it is easy to lose track of them while you’re busy with the company’s development. A fee or penalty might be imposed if the deadline is missed. As a result, all Singaporean company owners must be aware of their responsibilities and establish a plan to ensure that they never miss a deadline.

To meet the requirements of the Singapore Companies Registry, ACRA, an AGM must be held, and an AR (Annual Return) must be filed each year. Active and inactive Singapore businesses are required by law to file their annual financial reports (ARs).

Understanding the Annual General Meeting (AGM)

What Is the Purpose of an AGM?

All Singapore-registered businesses must have an AGM, or general meeting, once a year. In general, all of the company’s board of directors and stockholders attend this annual meeting. Annual General Meetings (AGM) are held to provide shareholders and other stakeholders with information on the company’s progress and financial standing and debate long-term strategic goals.

When To Call an Annual General Meeting (AGM)?

Within six months of the company’s financial year-end, an AGM must be held by the Singapore Companies Act. Additionally, the time between two consecutive AGMs should not be greater than 15 months. Within 18 months of establishment, new firms are permitted to conduct their first Annual General Meeting (AGM).

To What End Is the Annual General Meeting Held?

There are two distinct categories of employees in a corporation.

  • Directors
  • Shareholders are the owners of the firm, which directors govern


In an AGM, shareholders learn about the present state of the company’s expansion and formulate new plans for it. The audited financial accounts of the corporation are also given to the shareholders at the annual general meeting (AGM).

AGM: The Basics

  • It is necessary to send out AGM notifications a minimum of 14 days before the meeting date.
  • AGM notifications must be written and sent to shareholders by the secretary or director.
  • At no point in the six months leading up to the Annual General Meeting (AGM) should the financial statements have been modified again.
  • The Annual General Meeting (AGM) is not held within Singapore.

Understanding the Annual Return (AR)

What Exactly Is An AR?

As part of its statutory duties, all Singapore corporations must submit yearly reports to ACRA. In an AR, you will find the following information in the document:

  • Name and registration number of a company
  • Principal responsibilities of the business
  • The location of the company’s registered office
  • The names and details of the company’s officers
  • Particulars of the shareholders and the corresponding share capital
  • The AR must be signed and verified by a director or secretary of the firm

When to File an AR?

The annual general meeting (AGM) date determines when a firm must submit its annual report (AR). Under Section 197 of the Companies Act, companies have 30 days after the conclusion of their annual general meeting to submit their AR with the Registrar of Companies.

Is It Mandatory to Attach Financial Statements to an AR?

The corporation’s annual general meeting (AGM) necessitates the preparation and presentation of financial accounts to shareholders. An overview of the company’s finances must be included in its annual financial statements. Singapore’s Financial Services Standards must be followed while preparing financial statements.

Financial Statement Requirements

Financial Statements are Presented in a Certain Format

According to Singapore financial statement rules, the year-end financials must be produced. Depending on your situation, you may be required to submit these documents and your yearly return to ACRA. XBRL formatted financial statements must be submitted.

Form of Statement for Annual Returns

However, the XBRL is not mandatory for all corporate organisations to file their financial statements. The MAS regulates several specific financial services firms, including merchant banks, licensed insurers, and commercial banks.

Exempt Companies with less than 20 shareholders but no corporate owner are considered private. Financial reporting standards apart from SFRS, IFRS, or SFRS for Small Organisations were permitted for specific firms.

Audit Exemptions

Exemption From Audit

All Singapore corporations are required to file annual returns. However, each company’s filing needs are unique. ‘Small companies’ and ‘dormant companies’ are free from the necessity of an annual audit

Criteria For a Small Business

  • Two of the following three characteristics must be met for a corporation to be considered a “small company”:
  • $10 million in yearly revenue is the upper limit for annual sales
  • There must be no more than S$10 million in total assets at any one time throughout that financial year
  • No more than 50 people may work at a time

A Slumbering Firm

A dormant business has not conducted any financial transactions during the accounting year in question. They are not required to provide audited accounts with their annualised return for these firms. A director’s report, an unaudited financial statement, may be prepared and submitted by them.

Filing and Submission Process

Submitting The AR

An AGM’s information and its financial statements must be sent within 30 days to the company secretary. Using BizFile, the secretary will submit the AR to ACRA.

Extension Of Time for The Preparation of Financial Reports

If the accounting information is not ready for the AGM and ACRA filing, the company secretary may seek a time extension. It’s possible to get a one- or two-month extension if the initial deadline has not expired.

Key Legislative Updates

Company Aims Will No Longer Be Required Under a New Legislation

Within five months after the end of the financial year, the Singapore Firms Act has been amended to allow private companies to forego annual general meetings provided they deliver financial statements to shareholders. The new amendment went into force on the 31st of August of this year.

Three Precautions

Three protections apply to the new amendment:

  • Any company member can request an AGM be convened. The request must be submitted before the expiration of the company’s FYE’s last 14 days of a sixth month
  • When one or more of the business’s members give them notice, the firm’s directors have six months from the FYE to conduct the AGM
  • If a member or auditor requests that a private business conduct an annual meeting 14 days after receiving financial statements, the corporation must do so

Non-Compliance and Penalties

Non-Filing of the AR

For non-compliance, ACRA may impose a fine. Depending on whether provisions of the Corporations Act were violated and how long the default continued, the penalties or fines levied on your firm varied.

An AGM must be held within 18 months of a company’s establishment, and every calendar year afterward, with no and over 15 months between consecutive AGMs, according to Section 175.

Section 201 says that the accounts must not be more than six months old from the date of the AGM to be considered current.

Section 197 of the Singapore Companies Act mandates that all Singapore-registered companies submit their AR within one month of the AGM date. There is a minimum cost of S$300 for a late check-in.

Prosecution in a Court of Law

For three or even more filing infractions, the ACRA has the power to remove a director from their position. ACRA may also strike off a firm if it fails to meet yearly statutory rules, such as failing to submit its annual report for the last two years. A director will be ineligible for the following five years if ACRA removes three firms he runs in that period. For more details, you may check out the site of IMC.

FAQs on Filing Annual Returns for Singapore Companies

  1. What is an annual return in Singapore?

    An annual return is a legal document filed with ACRA that provides up-to-date information about a company’s financial health, officers, shareholders, and compliance status.

  2. Who is responsible for filing annual returns?

    The company directors are primarily responsible, though companies often engage corporate secretaries or service providers to handle the process.

  3. When must annual returns be filed in Singapore?

    Annual returns must generally be filed within 7 months after the end of the financial year or within 30 days of the Annual General Meeting (AGM), depending on the company type.

  4. Do all companies in Singapore need to hold an AGM before filing annual returns?

    Private companies may be exempt from holding AGMs if they send financial statements to shareholders within 5 months of the financial year-end and if all matters are resolved through written resolutions.

  5. What documents are required for annual return filing?

    Key documents include the company’s financial statements, details of shareholders, directors, auditors (if any), and confirmation of the company’s registered address.

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