If your company’s financial year ended on 31 December 2025, the six-month AGM deadline — 30 June 2026 — has just passed. That does not mean the door has closed. But it does mean the clock is now running on your next obligation: your Annual Return, due 31 July 2026.

That is roughly three and a half weeks away. This is the deadline to act on now.

Under Section 197 of the Companies Act, every Singapore private limited company must file its Annual Return with ACRA within seven months of its financial year end. For a 31 December FYE, that means 31 July 2026 at the latest. Miss it, and ACRA applies a late lodgement penalty automatically the moment you file — and further enforcement can follow.

But there is a second consideration for many December-FYE companies reading this: the AGM deadline has already passed. If yours was not held or properly dispensed with, that is a separate breach that needs addressing — and it is best resolved before, or alongside, your Annual Return filing.

Here is what to do about both, in order of urgency.

First: If You Missed the 30 June AGM Deadline

For companies with a 31 December 2025 FYE, the AGM was due by 30 June 2026. If it was not held — and no valid dispensation was in place — you are now technically in breach of Section 175. This is not a reason to panic, but it is a reason to act promptly, because the AGM position feeds directly into your Annual Return.

You have a few paths forward.

The cleanest is to confirm whether your company had already dispensed with the AGM under Sections 175A and 175B. A private company is treated as having dispensed with holding an AGM if either the financial statements were sent to all members within five months of the FYE, or all members previously passed a resolution to dispense with AGMs (a resolution that stays in force until revoked). If either applies to your company, you may not have a breach at all — you simply need to declare the correct AGM position when filing your Annual Return, and ensure financial statements were properly circulated.

If no dispensation was in place and the AGM genuinely was not held, the practical step now is to hold the AGM as soon as possible and regularise the position. A private company AGM normally requires 14 days’ notice (21 if there are special resolutions), but where all members agree in writing to waive notice, a meeting can be convened quickly. For a company whose shareholders are also its directors, this waiver is straightforward. Holding the AGM late is still better than not holding it — and it puts you in a position to file the Annual Return correctly.

If you are unsure which of these applies to your company, this is the first conversation to have with your company secretary this week. The Annual Return filing depends on getting the AGM position right, so this needs resolving before 31 July.

Important: even where the AGM is dispensed with or held late, your obligation to file the Annual Return by 31 July 2026 remains fully in force. Regularising the AGM does not extend the AR deadline.

Second: Get Your Annual Return Filed by 31 July

This is now the live deadline. The Annual Return is lodged through ACRA’s BizFile portal and confirms your company’s registered particulars — directors, secretary, shareholders, share capital, registered office — along with your financial statements (audited, or unaudited if you qualify as a small company) and your AGM position.

Before filing, your records need to match ACRA’s: your registers, financial statements, and AGM date (or dispensation) should all line up. Errors here are a common cause of rejected or incorrect filings.

If you file late, ACRA applies a composition penalty automatically — S$300 if filed within three months of the deadline, more thereafter — and, as a late AGM often accompanies a late Annual Return, ACRA may address both breaches together through a composition offer. For repeat or serious defaults, the escalation runs to prosecution and, ultimately, director disqualification. These consequences are real, they compound, and they are avoidable with a few weeks’ lead time — which you still have.

The Bigger Story: ACRA Is Reviewing the Audit Exemption

Beyond this month’s deadlines, there is a development that will affect a large number of Singapore SMEs over the next twelve to eighteen months.

ACRA has confirmed it is reviewing Singapore’s small company audit exemption framework. The review, announced in March 2026 and currently in consultation, is examining whether the existing thresholds still make sense. If the thresholds change — and the signals suggest they may — thousands of companies will find either that they are newly exempt from audit, or that they have lost an exemption they have relied on for years.

Singapore’s small company audit exemption, introduced in 2014 under Section 205B of the Companies Act, removes the mandatory audit requirement for companies that qualify as “small companies.” For thousands of SMEs, this has meant significant annual savings — avoiding statutory audit fees while still meeting compliance obligations through unaudited financial statements.

In March 2026, ACRA announced targeted industry consultations to review whether the current thresholds remain appropriate. The review is examining three specific questions: whether the S$10 million revenue threshold is still the right level, whether the S$10 million total assets threshold should be adjusted, and whether the 50-employee headcount threshold should be revisited.

No changes have been finalised. But ACRA’s direction of travel is consistent with a broader global trend: several jurisdictions have raised their audit exemption thresholds in recent years to reduce the compliance burden on smaller businesses. If Singapore follows suit, more companies will qualify — meaning more SMEs able to avoid mandatory audits, with meaningful cost savings.

A change cuts both ways, though. A company sitting just above the current S$10 million revenue threshold might be required to audit today. If the threshold rises to, say, S$15 million or S$20 million, that company becomes exempt — a welcome development. Conversely, if the headcount threshold is tightened, some currently exempt companies might find themselves newly subject to audit.

The practical takeaway: watch for ACRA’s announcements. If the thresholds change, your company’s audit status may change with them — and you will want to understand the implications before your next financial year closes.

How the Audit Exemption Currently Works

For directors unfamiliar with the small company framework, here is the current position.

A company qualifies as a “small company” — and is therefore exempt from mandatory statutory audit — if it is a private company and meets at least two of the following three criteria for the immediate past two consecutive financial years:

• Annual revenue of not more than S$10 million
• Total assets of not more than S$10 million
• Number of employees of not more than 50

There is a transition rule for newly incorporated companies: in the first financial year, a company qualifies if it meets at least two of the three criteria for that year alone, without needing two consecutive years of data.

What the exemption means in practice: qualifying small companies do not need to appoint an external auditor or have their financial statements audited. This eliminates a significant annual cost — statutory audit fees for SMEs in Singapore typically range from S$3,000 to S$15,000 or more depending on complexity.

What the exemption does not mean: audit exemption does not remove your other compliance obligations. Even if your company qualifies, you must still:

• Prepare financial statements in accordance with the Singapore Financial Reporting Standards (SFRS) — specifically SFRS for Small Entities if applicable
• Hold your AGM (or properly dispense with it) within six months of FYE
• File your Annual Return with ACRA within seven months of FYE
• File your Estimated Chargeable Income with IRAS within three months of FYE
• File your corporate income tax return by 30 November annually
• Maintain all statutory registers accurately and up to date

A common and costly misunderstanding: some directors read “audit exempt” as “low compliance obligation.” It is not. The exemption removes one specific requirement. Every other obligation remains fully in force.

The exemption is permissive, not mandatory. A qualifying company may still choose a voluntary audit — and many do, particularly when seeking bank financing, bidding for government contracts, preparing for a fundraising round, or positioning for a sale. Lenders and institutional investors routinely prefer or require audited statements regardless of the law. If your ambitions include any of these, voluntary audit is worth considering even if you legally qualify for exemption.

The exemption must be checked annually. The small company test is applied year by year. A company that qualified last year does not automatically qualify this year — your revenue, assets, and headcount for the current and preceding financial year must be checked each time. Companies that have grown past the thresholds without noticing are at risk of being audit-exempt when they should not be — a gap that ACRA’s increasing use of data analytics is making more likely to surface.

Not Sure Whether You Qualify?

This is more common than it sounds. Many SME directors are uncertain whether their company currently qualifies, particularly if revenue or headcount has been fluctuating around the thresholds, or if the financial statements have not been reviewed recently against the criteria.

The check is straightforward: pull your financial statements for the two most recent financial years and compare revenue, total assets, and employee headcount against the three criteria. Meet at least two of three in both years (or in the current year alone, if newly incorporated), and you qualify.

If your company is approaching the thresholds — say, revenue at S$8 million and growing — it is worth understanding now what a mandatory audit will require, so you are not caught unprepared at the next financial year end.

Required to Audit But Have Not?

This scenario is more common than ACRA would like, and the consequences are serious.

A company that is required to have its financial statements audited — because it does not qualify as a small company — but fails to do so is in breach of the Companies Act. Directors bear personal liability for ensuring financial statements comply with the required standards. Reckless failures carry fines of up to S$50,000 and potential imprisonment under Section 201.

More practically: if you later need audited accounts — for a loan, a grant, an investor, or a corporate action — and you have not audited for one or more years, you are looking at a remediation process significantly more expensive and disruptive than simply auditing at the right time.

If you are uncertain whether your company should have been auditing and has not been, have that conversation with your accountant now — not when a bank or investor asks for audited statements.

The Mid-Year Moment: Use It

Early July is a natural checkpoint for Singapore companies. December-FYE AGMs have fallen due, Annual Returns are imminent, the year is half complete, and the compliance calendar for the second half of 2026 — Annual Returns this month, ETI filings, corporate tax returns in November — is fully visible from here.

This is a good moment to sit down with your accountant and company secretary, review where your company stands, and make sure nothing has been missed or is at risk of being missed before year end.

The questions worth asking right now:

• Has our AGM been held or properly dispensed with for the December 2025 FYE — and if not, are we regularising it?
• Is our Annual Return filing on track for 31 July 2026?
• Are our financial statements prepared and accurate for the period?
• Do we qualify as a small company for audit purposes — and has that been checked for the current year?
• Are our statutory registers — RORC, Register of Directors, Register of Members — accurate and up to date?
• Have we accounted for the enhanced YA 2026 CIT Rebate (50% of tax payable, capped at S$40,000) and, where eligible, the S$2,000 Cash Grant?
• Are there any grant applications we should have filed before incurring project costs?

None of these should have a difficult answer if your compliance infrastructure is in place. If any of them do, now is the time to address them — before ACRA’s calendar and IRAS’s deadlines make the answers more expensive.

How A1 Accounting Can Help

At A1 Accounting, we manage the full compliance calendar for our SME clients — AGM documentation, Annual Return filing, financial statement preparation, corporate tax returns, and ACRA filings — as an integrated service. When one deadline approaches, we are already tracking the next.

If your AGM was missed, we can help you regularise the position and file your Annual Return correctly and on time. If your Annual Return is due this month, we will handle the ACRA filing. If you are uncertain whether your company qualifies for the small company audit exemption — or whether it has been correctly applied in prior years — we can review your financial data and give you a clear answer.

We are also tracking ACRA’s audit exemption review closely. When the consultation outcomes are published and any threshold changes confirmed, we will brief our clients on what changes and what it means for their specific situation.

You should not have to remember every deadline and threshold change yourself. That is what a professional accounting and corporate secretarial partner is for.

📞 Call or WhatsApp: +65 8066 2238 (also available on WeChat, Line & Telegram)

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Get in touch today — whether it is an urgent Annual Return or AGM question, or a longer-term conversation about your company’s compliance and accounting needs.

Disclaimer: This article is for general informational purposes only and does not constitute legal or professional advice. Regulatory requirements and thresholds are subject to change. For advice specific to your company’s situation, please consult a qualified professional or refer to ACRA and IRAS directly.