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

Last modified: September 4, 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.
  • 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. A 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 statements presented in AGM should be latest i.e. not prepared more than six months before the AGM’s date.

AGM’s discussion should be centered on:

  • Director’s Report/ Audit Report
  • Directors’ fees, remuneration & emolument
  • Elect/Re-elect the Director(s)
  • Appoint/Reappoint auditors
  • Dividends, etc.

Filing Requirements of Company’s Accounts

The directors are responsible for tabling the company’s annual financial statements to the AGM. These financial statements must be compiled as per the Financial Reporting Standards of Singapore. They are listed as follows:

  • Director’s Report & Statement by Directors
  • Balance Sheet
  • Profit and Loss Statement
  • Cash Flow Statement
  • Statement of Changes in Equity
  • Audit Report by an Independent Auditor (if needed)

Filing of Directors’ Report/Audited Accounts 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.

Filing for Dormant Companies

Dormant companies must file their Annual Return. They do not have to get their accounts audited. However, They need to prepare unaudited accounts and file them with ACRA. They also need to submit their Income Tax Return (Form C). A company is dormant for a period if it has no accounting transactions for it.

Filing of Annual Returns (AR) with ACRA

All locally incorporated companies are required to file their AR under the S175, S197, and S201 of the Companies Act. Firstly, their directors must present true & fair accounts at the company’s AGM. Secondly, they must submit their AR to ACRA within one month of the AGM or the passing of written resolutions.

The Annual Return is a type of financial account that gives company information like:

  • Company Name
  • Registration Number
  • Registered address
  • Principle activities
  • Company type during the financial year
  • Share Capital & summary of shares
  • Registered Charges
  • Particulars of Officers of Company
  • Particulars of Shareholders
  • Dates of Annual Returns, Annual General Meeting, & Accounts
  • Financial statements in XBRL format, if needed

The AR needs to be duly signed by the director or secretary before filing it 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.

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. They need to follow the revised XBRL filing requirements implemented from 3 March 2014. Now, they cannot use Option B or Partial XBRL for the filing. It is no more available under BizFinx system. Some companies are exempted from the obligation, and they are allowed to file in PDF format.

Requirements for Singapore Companies to File Accounts with ARs

The table presented below will help you to determine if your company needs to file accounts in the Annual Return submission or not.

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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