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Filing Annual Return is a part of statutory compliance for SMEs, big & multinational companies incorporated in Singapore. It means, as the director of a private or public company which could be active or dormant, you are responsible for its timely compliance.

The law dictates that you must lodge the company’s Annual Returns (AR) within one month of its Annual General Meeting (AGM). The rule also applies to a new company filing its first annual return to ACRA.

Preparing AR is a complicated task, and many directors outsource it to the professional providers of accounting services Singapore. It is an electronic form filed with ACRA. The annual return contains info that comes handy to the company’s stakeholders in making investment decisions.

This blog excerpt will outline the ins and outs of annual return filing with ACRA (Accounting & Corporate Regulatory Authority) & IRAS (Inland Revenue Authority of Singapore) in brief.

A set of statutory compliances to be met by the Companies is stated below:

Compliance Requirements Procedures Under Section of Companies Act
Annual General Meeting (AGM)
  1. First AGM of a company must be held within 18 months after incorporation.
  2. Subsequent AGM must be held within 15 months from the last AGM. There must be one AGM in each calendar year.
Section 175
Filing Annual Return The Annual Return must be filed with ACRA within 30 days after AGM Section 197
Audited / Unaudited Accounts At the AGM, the directors must lay before the shareholders a profit and loss account that is not more than 6 months old at the date of the meeting (section 201). For a public listed company, the profit and loss accounts must not be more than 4 months at the date of the meeting. Section 201

 

Annual Return Filing for a Company in Singapore

ACRA, the Company Registrar, governs all companies registered in Singapore. Under section 175, 197 and 201 of the Singapore Companies Act, all locally incorporated companies must hold their Annual General Meeting (AGM) as per the due dates. They also must file their Annual Returns within 30 days of the AGM through BizFile+ portal.

 

What is Annual Return?

At the AGM you, as a director, are responsible for presenting an accurate and fair financial report to the company’s shareholders. The Annual Return (AR) should include information like:

  • Company Name & Unique Registration Number
  • Company’s principal activities
  • Annual financial statements (Annual Report)
  • Particulars of directors, shareholders, company secretaries
  • Company’s paid-up value
  • Registered address

Every company is required to attach its audited/unaudited financial accounts along with the AR unless they are exempted (dormant companies).

 

Annual Return Filing without Convening an AGM

Under certain circumstances, ACRA allows companies to file their annual returns without holding an annual general meeting. Companies need to apply for it to the concerned authorities using BizFile+ portal. If it is approved, ACRA notifies them within 14 days.

 

ACRA Annual Return Filing Deadline

Normally, ACRA sends a letter to notify a company of the due date for filing its AR. You will get this reminder 30 days ahead of the deadline.

 

Annual Report of a Singapore Company

Preparing the annual report (financial statements) is a part of the preparation for the filing of Annual Return of your company. So, you need to understand what they are and the steps to prepare it before filing Annual Return Singapore.

Based on your company’s activities, you must prepare an annual financial report for the year of assessment. You also need to compile it in adherence to Singapore Financial Reporting Standards (SFRS) and International Financial Reporting Standards (IFRS).

It is not an easy task. So, you will be better off by hiring an experienced accounting service provider. The experts working for these firms can take care of your business’ financial transactions (low, medium, or a large volume) during monthly accounting.

Digitised records for business’ financial transactions help immensely in preparation of various financial statements of Annual Report like:

  • Profit and Loss Statements
  • Statement of Balance Sheet
  • Cash Flow Statement
  • Report of Changes in Equity
  • Director’s Report and Statement by Directors
  • Independent Auditor’s Report (if necessary)
  • Corresponding Notes to Financial Statements

 

Annual Report of a Singapore Company

  • If you are going to table financial statements in AGM, they should not be more than 6 months old
  • You as the director of the company must sign them and vouchsafe their accuracy and compliancess with Singapore accounting standards
  • Small and dormant companies under certain criteria can prepare unaudited financial statements

 

Exemption from Annual Report Filing

ACRA exempts some companies from having to submit their financial statements with their Annual Returns. These companies are as follows:

Small Company:

Private companies that are tagged as Small Company are exempted from the obligation. These private companies must satisfy two of the following three criteria:

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

Exempt Private Company (EPC):

  • A company with a minimum of 1 and maximum of 20 shareholders
  • Has an annual turnover of less than $5 million
  • Has no corporate shareholders

Dormant EPC:

A dormant EPC is a company which:

  • Has not conducted any business activities
  • Has not earned any income in the past financial year

 

XBRL Filing for a Singapore Company

Singapore companies are required to file their financial statements in XBRL format along with their Annual Return. Some of the companies are exempted. They are as follows:

Certain companies providing financial services & regulated by the

  • Monetary Authority of Singapore
  • Foreign companies & their branches
  • Companies using accounting standards other than SFRS, SFRS for Small Entities, and IFRS to prepare financial statements
  • Exempt private companies (EPCs)

 

Audit of Financial Statements/Annual Reports

Once the financial statements are ready, you may require to get your accounts audited by an independent auditor. However, small companies, falling under certain criteria, are exempted from the obligation.

 

Audit of Financial Statements/Annual Reports

Once the financial statements are ready, you may need to get your accounts audited by an independent auditor. However, small companies, falling under certain criteria, are exempted from the obligation.

 

Audit Exemption for Small Companies in Singapore

The private companies tagged as Small Company are exempted from audit obligation. The exemption reduces their overhead costs and efforts. These companies must satisfy two of the following three criteria:

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

The exemption also applies to the dormant companies- the companies that have not carried on any business activities or generated any income in the past tax year.

The companies tagged as a Small Company can prepare their unaudited financial statements.

 

Annual Tax Return Filing for Singapore Company with IRAS

Singapore companies must file their annual tax returns with IRAS. It includes:

  • Estimated Chargeable Income (ECI) (due date: within 3 months of the company’s financial year-end)
  • Corporate income tax return (due date: November 30 for paper filing or December 15 for e-filing)

 

Tax Filing for Dormant Companies in Singapore

Dormant companies can apply to IRAS for a waiver to submit corporate tax returns. IRAS allows exceptions within 2 months if the company has:

  • Not conducted any business or generated any income
  • Filed its Form C-S or Form C, annual report & tax computations till before stopping the business activity
  • No investments (shares, real estate, fixed deposits). If it does, it must not earn from these investments
  • Deregistered for GST purposes
  • No intention of starting business activities within the next 2 years

Compliance matters are taken seriously by the Singaporean. It makes sense to hire an expert accounting services provider for the filing of your company’s annual returns. In fact, the directors of many Small and Medium Enterprises outsource the task to an affordable accounting firm to do so. They find it convenient to pay accounting services fees over preparing it as an in-house activity.

If you have any queries, call us on 65-6536 0036, or email us on info@accountingservice.com.sg for answers.