Filing of Annual Return
All locally incorporated companies are required to file their annual returns under the Companies Act, within one month of holding the AGM or the passing of written resolutions in place of the AGM. The following information of the Company is required for filing of annual returns:
- Name & Registration Number
- Registered address
- Principle activities
- Company type during financial year
- Summary of Share Capital and shares
- Registered Charges
- Information of Officers of the Company
- Information of Shareholders
- Dates of Annual Returns, Annual General Meeting and Accounts
- Financial statements (XBRL), if necessary
Filing Financial Statements in XBRL
The company would be required to file their financial statements in XBRL format during the filing of Annual return, if your company is:
- insolvent (Total Assets – Total Liabilities = Negative Value)
- has a corporate shareholder for the financial year
Extension of Time
If your company requires more time to comply with the requirements for preparation of the financial statements for the holding of AGM and the filing of AR, a one time extension of time of either one or two months before the deadline to hold the AGM can be applied.
Failure for non compliance with ACRA
Failure for non compliance with the requirements for holding of AGM and filing of AR will incur penalty and/or court prosecution. The penalties imposed are dependant on the length of default and the number of sections (175, 197 and 201) of the Companies Act you have breached.
Local companies to prepare accounts for Annual General Meeting (AGM) and file their Annual Returns under S175, S197 and S201 of the Companies Act
- Section 175 -to hold its AGM within 18 months of its incorporation. Thereafter, once every calendar year but not later than 15 months from the date of the last meeting.
- Section 201 -the accounts must not be made up to a date more than 6 months from the date of the AGM.
- Section 197 -to file the Annual Return within 1 month after holding the AGM.
Failure to comply – Late filing penalties and/or composition fines
- Fine of $5,000 & default penalty-s 175 & 197
- Fine of $10,000 or up to 2 years imprisonment for s 201
Disqualification for persistent default: 3 convictions within 5 years.
Filing Requirements for Private Limited Companies in Singapore
Filing Requirements (Definition)
- Solvent –able to meet its debts when they fall due
- Insolvent – not able to meet its debts when they fall due
Small EPCEPC -with annual revenue less than S$5 million
- need not audit accounts
- need not attach accounts; to complete an online declaration of solvency instead
- need not audit accounts
- must file accounts
Normal EPCEPC- with annual revenue more than S$5 million
- must audit accounts
- need not attach accounts; to complete an online declaration of solvency instead
- must audit accounts
- must file accounts
Dormant EPCEPC -that do not have any accounting transactions (no business activities) for the financial year concerned or have not commenced business since incorporation.
- need not audit accounts
- need not attach accounts; to complete an online declaration of solvency instead
- must file accounts
Private Company(Non EPC)A company limited by shares with at most 50 shareholdersActive
- must audit accounts
- must file accounts
Certificate of Compliance
Effective April 2010, companies that comply with all of the 3 requirements under sections 175, 197 and 201 of the Act will have a green tick () reflected in ACRA’s online Directory and will be eligible for a Certificate of Compliance, whilst those not in compliance with any or all of the requirements will receive a red cross ( ) and will not be eligible for the certificate.
