Annual ROC Compliance for a Private Limited Company in Singapore

Under the Singapore Companies Act, all Singapore registered companies are mandated to file annual ROC compliance every year.
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ROC-Compliance in Singapore

Singapore Companies Act mandates every Singapore registered company to file some company reports to ACRA, the Registrar of Companies (ROC) in Singapore and other relevant government authorities every year. Following are the requirements of the annual-ROC-compliance-for-private-limited-companies-in-Singapore.
Annual Financial Statements
Annual General Meeting (AGM)
Annual Return (AR) Filing with ACRA
Annual Tax Return Filing with IRAS

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Annual Financial Statements

As per Singapore Companies Act, all Singapore incorporated companies and all branches of foreign companies in Singapore must prepare and submit financial statements in compliance with the Singapore Financial Reporting Standards (SFRS) derived in line with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB).

Key Points:

  • Financial statements cannot be prepared more than 6 months before the date of an AGM
  • Director must sign the financial statements to take responsibility for accuracy
  • Small and dormant companies fulfilling certain criteria can prepare unaudited financial statements

Documents

The Financial Statements must have the following documents

  • Report and Statement by Directors
  • Balance sheet
  • Profit and Loss account
  • Independent Auditor’s Report, as appropriate
  • Cash Flow Statement
  • Statement of Shareholder’s Equity

An AGM is a shareholders’ meeting every calendar year at specified intervals. This meeting gives the company’s shareholders the right to participate in certain decisions of the company which require their approval. One of the primary purposes of the AGM is to consider the company’s financial statements, which shareholders must approve based on a simple majority.

  • The Singapore Companies Act requires companies to hold Annual General Meetings (AGM) of their shareholders.
  • Requirements of Annual Compliance for Private Limited companies may not include conducting an AGM if all members of the company agree to a resolution not to hold the meeting.
  • All matters which need to be dealt with at the AGM can be settled through the passing of written resolutions.

Estimated Chargeable Income is an estimated income for a year of assessment (YA) and needs to be filed within 3 months of the company’s financial year-end.

Income Tax Return must be filed after declaring an estimate of income for calculating the actual tax that must be paid.

Annual Compliance of a Pvt  limited Company in Singapore requires Annual Tax Return Filing with the Inland Revenue Authority of Singapore (IRAS). ATR is mandatory for both active and dormant Singapore companies. Electronic filing of Form C-S/ Form C-S (Lite)/ Form C is compulsory for all companies. The deadline for filing a corporate income tax return is 30 November. Filing via mytax.iras.gov.sg, needs you to be authorized by your company to act for its Corporate Income Tax matters via Corppass.
An Annual Return is a set of documents with the following most recent information
  • Company name and registration number.
  • Principal activities.
  • Registered office address.
  • Details of company officers (directors, secretary).
  • Shareholder details, share capital, etc.
  • Annual financial statements.
Annual-Filing-Requirements-for-Singapore-Companies  warrant a company
  • To attach its audited financial statements when it submits an Annual Return with ACRA.
  • To submit within 30 days from the date of the Annual General Meeting (AGM).

Certain Small companies are exempted from attaching their financial statements in the AR provided they meet 2 of the 3 following criteria:

  • Total annual revenue is less than S$10 million.
  • Total assets are less than S$10 million.
  • A maximum of 50 employees.

Filing Financial Statements in extensible Business Reporting Language (XBRL), has been made mandatory by ACRA since 2014. However, some companies don’t need to prepare financial statements in XBRL, including foreign companies and their branches.

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