Annual Return (AR) In Singapore

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 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+ .

Who Needs to File Financial Statements (FS)?

All Singapore incorporated companies are required to file financial statements with ACRA, except for those which are exempted. Some companies will file a full set of financial statements in XBRL format, while some others will file only salient financial data in XBRL format and a full set of financial statements in PDF. The filing requirements depend on the type of company you own (see table below).

If you own a sole proprietorship, partnership, or limited partnership, you are not required to file financial statements with ACRA.

Type of company
Financial Statements you need to file
  • Public / private companies (limited or unlimited by shares), except those under (a) and (b) below
  • Full set of financial statements in XBRL format.
  • (a) Specific companies regulated by MAS, such as commercial banks, merchant banks, insurance companies, and finance companies*

*Companies other than the specified types (e.g. money changers) are required to file a full set of XBRL financial statements

  • Financial Statements Highlights in XBRL format, plus PDF copy of the financial statements.
  • (b) Companies permitted to use accounting standards other than SFRS, SFRS for Small Entities, and IFRS**

** SFRS stands for Singapore Financial Reporting Standards and IFRS stands for International Financial Reporting Standards

  • Financial Statements Highlights in XBRL format, plus PDF copy of the financial statements.
  • Solvent Exempt Private Companies (EPCs)
  • Exempted from filing financial statements. Nonetheless, you are encouraged to file the full set of financial statements or the financial statement highlights in XBRL format.
  • Insolvent EPCs
  • You must either:
  • (a) file a full set of financial statements in XBRL format, or
  • (b) financial statements highlights in XBRL format, plus a PDF copy of the financial statements.
  • Companies limited by guarantee
  • PDF copy of the financial statements
  • Foreign companies, or local branches of foreign companies
  • PDF copy of the financial statements

Differences between a solvent and insolvent EPC

A private company can have not more than 50 members. An exempt private company (EPC) can be a private company with less than 20 members, and does not have any corporations holding beneficial interest in its shares (whether directly or indirectly). An EPC can also be a private company owned by the Government that is declared in the Gazette to be an EPC.

  • An EPC is insolvent if it is unable to meet its debts when they are due. Insolvent EPCs are required to file financial statements as mentioned above.
  • Solvent EPCs only need to make an online declaration of their solvency, and filing financial statements are voluntary.

Prepare Financial Statements Highlights

Not all companies are required to file a full set of financial statements in XBRL format. Some companies are only required to file financial statements highlights in XBRL format, with a PDF of the financial statements tabled at the AGM. Refer to the above Table whether your company is eligible only to file financial statements highlights in XBRL format.

Applying for Exemptions from XBRL Filing Requirements

Companies may apply for exemption from XBRL filing requirements from ACRA, for the following:

  • Exemptions from specific business rules in filing your financial statements in XBRL format (e.g. removing the requirement for comparative periods in your financial statement, given valid reasons).
  • Exemption from filing full set of XBRL financial statements, and instead filing Financial Statement Highlights (FSH) in XBRL format only, if you have valid proof that the full set of XBRL financial statements cannot be prepared.
  • Allowing you to file PDF copy of financial statements, with valid proof that you cannot file the full set of XBRL financial statements, or FSH.

Exemptions are evaluated on a case-by-case basis by ACRA.

Some Important Frequently Asked Questions on filing of ARs:

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.

Q: What are some of the transactions that would be disregarded in determining whether a company is  dormant? 

A:

  • 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.

 

Source of Information, Guidelines, Compliance, Laws, Rules & Regulations is from the relevant authorities of Singapore
Details of Source Name of Authorities
  • Corporate matters such as Companies, Businesses, etc
  • The Accounting and Corporate Regulatory Authority (ACRA)
  • CPF matters
  • CPF Board
  • Fair Employment Practices (FEP)
  • Tripartite Alliance for Fair and Progressive Employment Practices (TAFEP)
  • Immigration matters & Student Passes
  • Immigration Checkpoints Authority (ICA)
  • Taxation and GST
  • The Inland Revenue Authority of Singapore (IRAS)
  • Skills Development Levy (SDL)
  • SkillsFuture Singapore Agency
  • Work Passes
  • The Ministry Of Manpower (MOM)

 

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