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Epica Learn Series

A Complete Guide to Filing Annual Returns for Singapore Companies?

Know all about filing requirements for Singapore Companies.

Watch the video or read below

What is an annual general meeting(AGM) and annual return (AR)? why do we need it?

Introduction

Singapore has been consistently ranked as one of the easiest countries to incorporate and operate a business in the world. As a result many foreign promoters incorporate their company in Singapore. Quite often because of lack of understanding they make mistakes as to the filing of returns and compulsory documents. All Singapore-incorporated companies must follow certain statutory obligations each year regardless of their size and structure.

The statutory compliances in Singapore are straightforward and simple. However, it is hard to keep track of all the deadlines when you are busy with your company's expansion and growth. A missed deadline could result in a fine or penalty. Therefore, all the Singapore business owners must learn about all these obligations and devise a strategy never to miss any of them.

One such annual compliance is to hold an AGM (Annual General Meeting) and file AR (Annual Return) to the Singapore Company Registrar, ACRA (Accounting and Corporate Regulatory Authority). The AR filing is a statutory obligation for both active and inactive companies in Singapore.

What is an AGM?

As per the Singapore Companies Act, all Singapore-registered companies must hold an AGM, short for Annual General Meeting, every year. It is an annual meeting of the company where all the company's directors and shareholders are generally present. The purpose of AGM is to update the company's members about the company's performance, financial results and to discuss company plans in general.

When to hold an AGM

As per Singapore Companies Act, an AGM must be conducted within six months from the company's financial year-end. Also, there should not be more than 15 months gap between two consecutive AGM.

As an exception to this rule, new companies are allowed to hold their first AGM within 18 months from their incorporation date.


Filing Annual Returns - Purpose AGM

Purpose of the AGM

A company consists of two different groups of people.

  • Directors
  • Shareholders

Directors run the company, whereas shareholders are the company owners who have invested their money in it.

AGM is conducted so the shareholders can learn the current status of the company's growth and devise new strategies for its expansion. The company's audited financial statements are also presented at the AGM for verification by the shareholders.


Filing Annual Returns - Fact of AGM

Key Facts about AGM

  • AGM notices must be sent at least 14 days prior to the AGM date.
  • The company secretary or director is responsible for drafting and sending notices of AGM to the shareholders.
  • Financial statements must not be updated more than six months before the AGM date
  • AGM does not specifically need to be held in Singapore

What is an AR?

All the Singapore companies must file annual returns to ACRA as a part of their statutory compliance.

Filing Annual Returns - What is AR

Definition

An AR is an electronic document that contains the following information:

  • Company name
  • Registration number
  • Company's principal activities
  • Registered office address
  • Company officers' list and particulars
  • Shareholders' particulars and respective share capital

One of the company's directors or company secretary must sign the AR and verify its information.


Filing Annual Returns - When to File

When to file an AR?

The submission of a company's AR depends on the date of its AGM. Companies Act Section 197 states that a company must file its AR within 30 days after conducting the AGM.

Is attaching financial statements with AR Compulsory?

The company's financial statements must also be prepared and presented before the shareholders during the company's AGM. The financial statements must provide a summary of the company's financial activities during the respective financial year. The financial statements must be prepared as per Singapore's Financial Reporting Standards.

Filing Annual Returns - Financial statement

Content of financial statement

  • Statement by Directors and Report of Directors
  • Balance sheet
  • Company's cash flow statement
  • Statement of changes in shareholders' equity
  • Statement of profit and loss
  • Report of Independent Auditor (if applicable)
  • Corresponding Notes

Format of the financial statements

The year-end financial statements must be prepared as per Singapore financial reporting standards. These may need to be submitted to ACRA with the annual return depending on your specific case. The financial statements must be in XBRL (eXtensible Business Reporting Language) format for submission.

Filing Annual Returns - Formate of statement

However, some specific business entities are not required to submit their financial statements in the XBRL.

  • Specific financial services companies like merchant banks, licenses insurers, commercial banks that are regulated by the MAS (Monetary Authority of Singapore)
  • Foreign companies with their branches
  • Exempt Private companies that have no more than 20 shareholders and no corporate shareholder
  • Specific companies that were allowed to prepare their financial statements as per accounting standards other than SFRS, IFRS, and SFRS for Small Entities

The Audit Exemption

Annual return filing is a mandatory yearly requirement for all Singapore companies. However, filing requirements are different for different companies. Companies that fit the criteria of a 'small company' or a dormant company are exempted from annual audit requirements.

Filing Annual Returns - Audit exemption

Small Company criteria

To meet the 'small company' criteria, a company must fulfill two out of these three conditions:

  • Total annual revenue must not exceed S$10 million
  • Total assets value must not exceed S$10 million in the respective financial year
  • The total number of employees must not exceed 50

Filing Annual Returns - Dormant company

Dormant company

A dormant company is a company that remained inactive and did not make any financial transaction for the respective accounting year.

Such companies are exempted from submitting audited financial statements with their annual return. They can prepare and submit an unaudited financial report that is called a director's report.

Submitting the AR

All the details of AGM and financial statements must be submitted to the company secretary within 30 days after the AGM. The company secretary will file the AR using the ACRA's online portal, BizFile. However, a corporate service provider like Epica can also assist you with the annual return filing.

Filing Annual Returns - Extentsion of statement

Time Extension for preparing financial statements

The company secretary can apply for a time extension if the financial statements are not prepared within time to be presented at the AGM and filed with ACRA. The one-time extension of one or two months can be granted if the original deadline has not lapsed yet.

The new amendment to exempt companies from holding AGM

The new amendment in Singapore Companies Act permitted the private companies to dispense with AGMs if they send companies' financial statements to its members within five months from their financial year-end. The new amendment came into effect on 31 August 2018.

Filing Annual Returns - New amendment

Three safeguards

The new amendment is subjected to three safeguards that are:

  • Any company member can notify the company to request for an AGM to be held. The request should be made prior to the last 14 days of the sixth month from the company's FYE.
  • Company directors must hold the AGM within six months from the FYE after notification from any of the company's members
  • A private company is required to hold a general meeting within 14 days to lay financial statements after the financial statements are sent to the members if requested by any member or auditor

Filing Annual Returns - Benefit of amendment

Benefits of new amendment for small companies

This amendment was introduced to save the compliance cost for small companies where the company's shareholders are the same as directors or less in numbers.

Why large companies should hold AGM

Large companies should not refrain from holding AGM. The two primary reasons for a large company to hold an AGM are:

External investment

Usually, in large companies, there is an external investment from angel investors, VC firms, etc.

A large number of shareholders

Large companies have many shareholders. There can be 50+ shareholders.

With the external investment and too many shareholders, it is safer to conduct AGM for a large company, so it can satisfy its investors and all the shareholders that the company is being operated in good faith.

Non-compliance in filing AR

Filing Annual Returns - Non-compliance AR

ACRA may fine you for non-compliance. The penalties and fines depend upon the sections of the Companies Act that your company has breached and also the length of the default.

  • Section 175 states that a company must hold AGM within 18 months from the date of its incorporation and after that, once every calendar year with no more than 15 months gap between two consecutive AGMs
  • Section 201 states that the accounts should not be older than six months from the date of the AGM
  • Section 197 states that all the Singapore-registered businesses must file AR within one month from the date of the company's AGM

The minimum late lodgment fee is S$300.


Filing Annual Returns - Court prosecution

Court Prosecution

ACRA can disqualify a director if he gets convicted of three or more filing offenses. ACRA can also strike off a company if it fails to comply with annual statutory regulations, e.g., failure to file AR for consecutive years. If ACRA strikes off three companies under the same director in five years, the director will also be disqualified for the next five years.

Summary

Holding an Annual General Meeting and filing annual returns are statutory obligations for Singapore-incorporated companies. The sole purpose of AGM and creating financial statements is to update and assure shareholders about the company's performance and management.

Filing AR with ACRA assures ACRA that the company is complying with the Singapore Companies Act. Companies that fulfill all the annual compliances receive a Certificate of Compliance from ACRA.

However, it is hard to comply with all the annual obligations when you are focusing on your company's growth. In this scenario, a corporate service provider like Epica will take this responsibility off your shoulders. Epica can provide you a company secretary who will help you convene AGM and file the AR promptly. So, you can focus on expansion and growth while we take care of the deadlines for you.

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