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File Annual Return for Dormant Company Singapore

Last modified: September 5, 2018
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File Annual Return for Dormant CompanyAs per the Company Act of Singapore all locally registered companies must file their Annual Returns to ACRA. They have to do so within one month of their AGMs which is their annual return filing due date or deadline. Even dormant companies that have ceased trading have to do so as they are considered to be ‘live’.

A new Singapore company has 18 months from the date of its incorporation to hold its first AGM. Afterward, it must covey an AGM every calendar year and any two of them must not be spaced by more than 15 months.

During the AGM, the company has to table its financial statements for the approval of shareholders. The law holds its directors responsible for the up-to-dateness of the accounts. The accounts should not be more than 6 months old allowing the stakeholders to make informed decisions.

What is a Dormant Company is Singapore?

The meaning of the term ‘Dormant Company’ is not the same for ACRA and IRAS. A company that is dormant in the eyes of ACRA may be ‘Active’ for IRAS. You have to consider it carefully so as to be able to avoid the pitfall.

Dormant Company IRAS

A company having no revenue or income during the financial period under consideration is taken to be ‘Dormant’ by IRAS even though it may have booked expenses.

Dormant Company ACRA

A company having no accounting transaction during the financial period under consideration is taken to be ‘Dormant’ by ACRA.

The transactions/ expenses listed below does not affect the dormancy of the company:

  • Appointment of a company secretary and an auditor
  • Maintenance of a registered office, registers, and books
  • Fine, penalty, or fees to the Company Registrar (ACRA)
  • The taking of company’s shares by the subscribers to the memorandum to fulfill their undertaking

Filing Requirement Dormant Company

Income Tax Return Filling (Form C-S/ C)

A dormant company Singapore has to follow filing requirements even when it has no business or income for the basis period under consideration. Such a company must file its Income Tax Return unless it has been granted a waiver for the submission.

Waiver to Submit Income Tax Return

The qualifying conditions are as follows:

  • A dormant company, up-to-date with the Form C-S or Form C, accounts, & tax submissions till its cessation
  • Owns no investments
  • Already de-registered for GST
  • Has no intention of restarting business within next 2 years

ACRA Annual Return Filing requirement

A dormant company (non-listed) is exempted from the preparation of financial statements, if:

  1. It complies with substantial assets test (not more than $500,000); and
  2. It is dormant since formation or the end of its previous financial year.

The dormant listed companies must prepare their financial statements if they do not fulfill the substantial asset test. However, they are exempted from the audit.

Acra Filing Requirements by Dormant Companies in Singapore

Type of entities

Definition Filing requirements

Solvent

Solvent

Dormant EPC

do not have any accounting transactions

  • 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)

limited by shares with at most 50 shareholders

Dormant

  • need not audit accounts
  • must file accounts

Dormant

  • need not audit accounts
  • must file accounts

Public company

  • limited by shares where the number of shareholders can be more than 50 or
  • limited by guarantee or
  • listed on SGX

Dormant

  • need not audit accounts
  • must file accounts

Dormant

  • need not audit accounts
  • must file accounts

All dormant companies in Singapore must prepare their accounts as per SFRS, hold AGMs physically or by passing the written resolution. They must also file their annual returns with ACRA within due dates.

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