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An Assessment of ACRA’s Annual Filing Requirements for Singapore Companies

Last modified: April 19, 2018
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Annual-Filing-RequirementsThe key mantra to run a peaceful business in Singapore is abiding the statutory compliance of the regulatory bodies like ACRA (Accounting & Corporate Regulatory Authority). As per the ACRA, every private limited company must comply with the annual filing requirements and this is applicable for both active and inactive companies. Or else, ACRA filing penalty will be imposed to the defaulters.

By and large, every Singapore company must be well acquainted with the on-going statutory requirements of the regulatory bodies. Alternatively, the companies are better off with the assistance of ACRA filing agent such as SBS consulting. This blog will highlight the details of annual filing requirements covering ACRA filing deadline, fees, and other core factors so that your company never fail to comply.

Annual General Meeting (AGM)

Under Section 175 of the Singapore Companies Act, a company needs to hold its Annual General Meeting (AGM) every financial year and present the financial statements to the shareholders. Regarding the interval between two AGMs, it should not be more than 15 months. It is worth noting that a newly incorporated company must hold its AGM within 18 months from its date of incorporation.

If a company fails to follow the suit, fines and penalty would be imposed. Subsequently, summon may also be issued against the company directors for not adhering to the law put forth by the ACRA. However, you can ask for an extension of time to hold the AGM on behalf of the company.

As per the Section 201 of Singapore Companies Act, the financial statement presented in AGM should be updated one i.e. not more than six months from AGM date. It must be compiled as per the Financial Reporting Standards of Singapore and boast of director’s report, balance sheet, profit and loss statement, cash flow statement, statement of changes in equity, and audit report (if needed).

Annual Returns (AR) Filing with ACRA
Under Section 197 of the Companies Act, all locally incorporated companies must file their Annual Return with ACRA within one month of the Annual General Meeting (AGM). The AR is a type of financial account that includes particulars of the company officers, principal activities, date of AGM, registered address, and auditors (if applicable) and it is duly signed by the director or secretary before filing with ACRA.

ACRA filing of accounts or submission of AR is done by the appointed officer of the company e.g. director or company secretary via BizFile+. Alternatively, you may also engage the services of an ACRA filing agent to file on behalf of your company.

Filing of Audited Account with ACRA

The amended Companies Act, which came into effect on 1 July 2015, has brought a new concept of the “Small Company” that is exempted from the audit. A company qualifies as a small company if it meets the 2 of 3 following criteria.

  • Total Annual Revenue is less than $10 Million
  • Total Assets of the business are not more than $ 10 Million
  • The number of employees is less than 50

A company which designated as “small company” can still prepare an unaudited account which is also termed as the director’s report.

Audited account must be filed with ACRA by all companies which are not “small company” for the given financial year.

Singapore XBRL filing with ACRA

All Singapore-based companies that are either unlimited or limited by shares are required to submit their full set of financial statements in XBRL format with ACRA. However, some companies are exempted, and they are allowed file in PDF format.

Requirements for Singapore companies to file accounts with ARs

The below-stated table will help you to determine if a your company needs to file accounts in the Annual Return submission.

The following table applies in respect of a financial year commencing before 1 Jul 2015.

Filing Requirements

Definition

Solvent

(The company is able to meet its debts when they fall due)

Insolvent

(The company is not able to meet its debts when they fall due)

Small EPC

EPC with annual revenue up to S$5 million or less for financial years with effect from 1 June 2004 (S$2.5 million or less for financial years between 15 May 2003 and before 1 June 2004)

  • need not audit accounts
  • need not attach accounts; to complete an online declaration of solvency instead
  • need not audit accounts
  • must file accounts

Normal EPC

EPC with annual revenue more than S$5 million for financial years with effect from 1 June 2004 (or more than S$2.5 million for financial years with effect from 15 May 2003 but before 1 June 2004)

  • must audit accounts
  • need not attach accounts; to complete an online declaration of solvency instead
  • must audit accounts
  • must file accounts

Dormant EPC

EPCs that do not have any accounting transactions* (no business activities) for the financial year concerned or have not commenced business since incorporation.

* Please refer to sections 205B(3) and 199(1) of the Companies Act for more information.

  • need not audit accounts
  • need not attach accounts; to complete an online declaration of solvency instead
  • need not audit accounts
  • must file accounts

Private Company (Non EPC)

A company limited by shares with at most 50 shareholders

Active

  • must audit accounts
  • must file accounts

Dormant *

  • need not audit accounts

  • must file accounts

* Please refer to sections 205B(1), (3) and 199(1) of the Companies Act for more information.

Same as for solvent.

  • Public Company

  • A company limited by shares where the number of shareholders can be more than 50

  • A company limited by guarantee

  • Listed company on SGX

Active

  • must audit accounts

  • must file accounts

Dormant *

  • need not audit accounts

  • must file accounts

* Please refer to sections 205B(1), (3) and 199(1) of the Companies Act for more information.

Same as for solvent.

**Reference: ACRA website

Keep you business running and growing by staying compliant with regulations of ACRA. If your business follows the law, there will be no fear of getting any penalty. Precisely, you have a peace of mind to focus on the core activities of your business and on increasing your ROI.

On the contrary, consequences of non-compliance such as penalties, fines, the court summons may cause moral disturbances to the business owners. Sometimes, it can bring great havoc in the business output. Thereby, compliance is necessary for your business success as well.

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