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Annual Return (AR) Filing Requirements In Singapore

Every company in Singapore must file its Annual Return in its appropriate due date with the Company Registrar otherwise this will incur penalties.

Timeline for filing of Annual Returns (AR)
For Companies with FYE ending before 31 Aug 2018 For Companies with FYE ending on or after 31 Aug 2018
For companies having a share capital and keeping a branch register outside Singapore:File annual returns within 60 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 companiesFile annual returns within 30 days after AGM 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.

To prevent companies from arbitrarily changing their FYE, the following safeguards are put in place by ACRA:

  • a) Companies must notify the Registrar of their FYE upon incorporation and of any subsequent change;
  • b) Companies must apply to the Registrar for approval to change their FYE:

    * if the change in FYE will result in a financial year longer than 18 months; or

    * if the FYE was changed within the last 5 years; and

c) Unless otherwise approved by the Registrar, the duration of a company’s financial year must not be more than 18 months in the year of incorporation.

d) Only FYE of the current and immediate previous financial year may be changed (provided that statutory deadlines for the holding of AGM, filing of annual return and sending of financial statements have not passed).

A company’s financial periods starting on or after 31 Aug 2018 by default will be taken to be a period of 12 months for each financial period.

Important information for companies with unusual financial year period:

  • Companies with an unusual financial year period (e.g. 52 weeks) should notify ACRA via the notification of change of FYE if they want to avoid applying for approval to change FYE every year.

Important information for newly Incorporated companies that have yet to file Annual Returns:

  • Companies incorporated before 31 August 2018 have their FYE deemed by law to be the anniversary of the date previously notified to the Registrar as their FYE date. In the absence of such notification before 31 August 2018, the anniversary of the date of incorporation is deemed by law to be their FYE. Companies can change their FYE by notifying ACRA before or after 31 August 2018.

 

Notification of AGM date after filing latest Annual Return (AR) without AGM

Notification of AGM date upon member request after latest AR was filed without AGM:

When any member is requesting the Company to hold AGM within the applicable due date after filing the Annual Return, the Company is required to notify the Registrar within 14 days from the date of AGM however it should be notified within the due date otherwise it will incur with late penalties by ACRA.

During the notification of AGM, the below information are required to be furnished:

  • Date of AGM requested by member
  • Date of AGM
Note: Notification of AGM Date is only applicable if the latest AR was filed without an AGM date.

 

Filing of Financial Statements (FS) with Annual Returns (AR)

(i) Companies required to file financial statements with their Annual Return
  • Financial Statements are to be filed in XBRL format.
(ii) Companies not required to file their financial statements with their Annual Return

Companies that are