Requirements for filing Annual Returns (ARs)
All locally-incorporated companies are required to file Annual Returns. The appointed officer of the company e.g. director or company secretary may file the Annual Returns online via BizFile+. Alternatively, the company can engage the services of a registered filing agent to file the Annual Return on behalf of the company.
In addition, as part of the annual obligations, companies and directors are required to prepare and present a true and fair view of the company’s financial statements to their shareholders.
When does a company need to file Annual Return?
For companies with financial year-end (FYE) ending on or after 31 Aug 2018, the timelines for holding Annual General Meetings (AGMs) and the filing of annual returns are aligned with the company’s FYE. This is to provide greater clarity in the computation of timelines and facilitate ease of compliance.
Requirements for companies to hold AGM and file Annual Return
Companies with FYE ending before 31 Aug 2018
Companies with FYE ending on or after 31 Aug 2018
Annual General Meeting (AGM) – s175
Hold AGM within 18 months of incorporation and subsequent AGMs yearly at interval of not more than 15 months
For listed companies:
Hold AGM within 4 months after FYE
For any other company (unless exempted):
Hold AGM within 6 months after FYE
Subject to specified safeguards, private companies need not hold an AGM:
a) if all members have approved a resolution to dispense with the holding of AGMs;
b) if they send their financial statements to members within 5 months after the FYE; or
c) if the company is a private dormant relevant company that is exempt from preparing financial statements.
Laying of Financial Statements –s201
Financial statements tabled at AGM must be made up to a date within 4 months (for listed company) or 6 months (for any other company) before the AGM date.
Must lay the financial statements for the financial year at the AGM held within the timeframe for holding the AGM for that financial year i.e. within 4 months of the FYE (for listed company) or 6 months of the FYE (for any other company).
Filing Annual Return – s197
For companies having a share capital and keeping a branch register outside Singapore
• File annual returns within 60 days after AGM
For other companies
• File annual returns within 30 days after AGM
For companies having a share capital and keeping a branch register outside Singapore:
• File annual returns within 6 months (if listed) or 8 months (if not listed) after FYE
For other companies:
• File annual returns within 5 months (if listed) or 7 months (if not listed) after FYE
Annual return can be filed only:
• after an AGM has been held;
• after financial statements are sent if company need not hold AGM; or
• after FYE for private dormant relevant company that is exempted from preparing financial statements.
Requirements for companies in preparing, auditing and filing of financial statements
Please refer to the table below to determine if a company needs to prepare, audit and file financial statements with their Annual Return submission.
Classification of a small company or small group
Criteria for QualifyingWhen does a company/group ceases to be small
Meet at least 2 of 3 quantitative criteria for immediate past two financial years:
total annual revenue ≤ $10m
total assets ≤ $10m
no. of employees ≤ 50
“Small company” status will continue once obtained until the company:
ceases to be a private company at any time during the financial year; or
does not meet any 2 of the 3 quantitative criteria for each of the immediate past two consecutive financial years.
Meet at least 2 of 3 quantitative criteria for each of the immediate past two consecutive financial years:
Consolidated group revenue ≤ $10m
Consolidated total assets ≤ $10m
Aggregate no. of employees ≤ 50
“Small group” status will continue once obtained until it does not meet any 2 of the 3 quantitative criteria for the immediate past two consecutive financial years.
Audit exemption for small company and small group is applicable for financial periods beginning on or after 1 Jul 2015. For a company which is part of a group:
(i) the company must qualify as a small company; and
(ii) entire group must be a “small group”
to qualify for the audit exemption.
The Registrar may also require the company to lodge audited financial statements and the auditor’s report, if:
he is satisfied that there has been a breach of section 199 (relating to accounting records and system of control) or section 201 (relating to financial statements) of the Companies Act; or
that it is otherwise in the public interest to do so.
What is a solvent exempt private company?
A Solvent exempt private company is a company gazetted as an exempt private company or a private company which no beneficial interest in its shares is held directly or indirectly by any corporation and which has not more than 20 members; and the company confirms that it is able to meet its liabilities as and when they fall due.
Filing of financial statements with Annual Returns
(i) Companies required to file financial statements with their Annual Return
Financial statements are to be filed in XBRL format.
Please refer to Chapter 3 – “Revised XBRL Filing Requirements” under the “Guide to Filing Financial Statements" for more information.
(ii) Companies not required to file their financial statements with their Annual Return
Companies that are not required to file financial statements must instead submit a declaration online when they file their Annual Returns via BizFile+. The declaration will appear in the transaction based on the company type selected during annual return filing in BizFile+ .
Free Business Profile for filing Annual Returns
All companies that have successfully filed their annual returns will receive a free Business Profile of the entity. An email with a URL to download the free Business Profile will be sent to the person filing the Annual Returns. Click here for more information.
Frequently Asked Questions:
Q: What if a company fails to file its Annual Returns?
A: Enforcement actions will be taken against directors and companies for annual returns filing breaches. Please click here for more information. [hyperlink to HTG on AGM breaches ]
Q: What are some of the transactions that would be disregarded in determining whether a company is dormant?
The appointment of a secretary of the company;
The appointment of an auditor;
The maintenance of a registered office;
The keeping of registers and books under certain sections of the Companies Act;
The payment of fees or charges payable under any written law;
The taking of shares in the company by a subscriber to the Constitution in pursuance of an undertaking of his in the Constitution.
For more details, please refer to s205B of the Companies Act.
Q: My company’s financial statements are exempted from audit, but we have chosen to get our financial statements audited. Should we be filing the unaudited or audited financial statements?
A: Companies that are exempted from audit requirements are not required to have their financial statements audited. Instead, they will prepare unaudited financial statements for purposes of AGMs and filing with ACRA. If the company chooses to have the financial statements audited, it will submit the audited financial statements together with the auditor’s report.
Q: If the company has already filed an Annual Return with ACRA, does it still need to file any documents with IRAS?
A: For a dormant company:
The company must submit its Income Tax Return (Form C) unless it has been granted a waiver from IRAS. The company may apply for a waiver from IRAS by submitting the form ‘Application for a Waiver to Submit Income Tax Return (Form C) by a Dormant Company’.
For all other companies:
The company which has filed Annual Return with ACRA must also file its Income Tax Return (Form C-S / Form C) and the necessary supporting documents (such as financial statements and tax computation) with IRAS annually.
For more information on IRAS’ filing requirements for dormant company, please visit the IRAS website.