Process of Filing Annual Return for a Dormant Company in Singapore

According to the Company Act of Singapore, all companies that are locally-registered have to file their Annual Returns with ACRA. They have to file their return within a month of their Annual General Meetings (AGM), which becomes their deadline for the same. In case of dormant companies, which have now stopped business or trading also have to comply with this requirement as they are considered ‘live’.

A newly formed Singapore company has the timeline of about 18 months to hold its AGM from the date it was incorporated. Post that, they can hold their AGM in every calendar year and any meeting should be scheduled keeping in mind that there should be a gap of no more than 15 months.

In the AGM, the organization must table their financial statements so that the shareholders can approve the same. As per the law, the directors are held responsible for keeping the accounts up-to-date. The accounts should also not be over six months old so that the stakeholders are able to make informed decisions.

What is a Dormant Company in Singapore?

The definition of ‘Dormant Company’ in case of ACRA and IRAS is not the same. A company which is defined as ‘Dormant’ as per ACRA might be ‘Active’ for IRAS. Therefore, one must consider it with care to avoid any pitfalls.

Dormant Company as per IRAS

A company that has no revenue or any income during the specific financial period under consideration is defined as ‘Dormant’ as per IRAS even though it might have booked expenses.

Dormant Company as per ACRA

A company that has no accounting transaction at all during a particular financial period under consideration is defined as ‘Dormant’ as per ACRA.

The transactions and expenses mentioned below have no effect on the dormancy of the company:

  • Appointment process of a company secretary or an auditor for the business
  • Maintenance of company’s registered office, and books and accounts registers
  • Any fine or penalty, and fee given to the Company Registrar (ACRA)
  • Taking of company’s shares by its subscribers to the memorandum for fulfilling their undertaking

Filing Requirement for a Dormant Company 

Income Tax Return Filling (Form C-S/C)

A dormant company in Singapore must follow certain filing requirements even in case it has no income or operational business for the basis period under consideration. Such kind of a company has to file its Income Tax Return mandatorily unless it has got a waiver for this submission.

Waiver for Submission of Income Tax Return

The qualifying conditions to get a waiver are as follows:

  • A dormant company, which is up-to-date with its accounts, Form C-S or Form C, and also tax submissions until its cessation
  • A company that owns no investments
  • A business that is already de-registered for GST
  • A company that has no plans to restart its business within next couple of years 

Annual Return Filing requirement as per ACRA

A dormant company that is non-listed is basically exempted from preparing financial statements, in case:

  1. It is in compliance with the substantial assets test (not over $500,000); and
  2. It is dormant from the time of its formation or the end of its last financial year.

The dormant but listed companies should prepare their financial statements in case they do not comply with the substantial asset test. However, they are always exempted from the audit.

Filing Requirements as per ACRA by Dormant Companies in Singapore

Entity types Definition Filing requirements Solvent Solvent
Dormant EPC Companies that do not have any accounting transactions *Do not need to audit accounts
*Do not need to attach accounts; instead have to complete an online declaration of solvency
*Do not need to audit accounts
*Should file accounts
Private Company (non-EPC) Is limited by shares with at most 50 shareholders

Dormant

*Do not need to audit accounts

*Should file accounts

Dormant

*Do not need to audit accounts

*Should file accounts

Public company Is limited by shares where the shareholders could be more than 50 or limited by guarantee or listed on SGX

Dormant

*Do not need to audit accounts

*Should file accounts

Dormant

*Do not need to audit accounts

*Should file accounts

 

All dormant companies in Singapore have to prepare their accounts according to SFRS, hold their AGMs physically or can pass a written resolution. They should also file their annual income tax returns to ACRA within their timelines.