It is mandated that every company in Singapore will have to file their annual returns with the Accounting and Corporate Regulatory Authority (ACRA). Failure to do so will result in penalties. Here are some things you should know as a company owner about annual filing.
Firstly, you have to determine which category your company falls under.
1) Public Company:
Your company is a public company if your company has more than 50 shareholders and/ or is limited by guarantee and/ or is listed on the Singapore Stock Exchange (SGX).
2) Exempt Private Company:
Your company is exempt if you have 20 shareholders or less.
You will be further broken down into 3 subcategories:
i) Small Exempt Private Company: Annual revenue of SGD$5 million or less.
ii) Normal Exempt Private Company: Annual revenue exceeds SGD$5 million.
iii) Dormant Exempt Private Company: The company does not have any transactions for that financial year.
3) Non-Exempt Private Company:
Your company has more than 20 but not more than 50 shareholders.
4) Dormant Company:
If your company has no transactions for that financial year, it is deemed a dormant company for that same period. Even though your company is dormant, you will still be required to fulfil other obligations like maintaining your company registers and your registered office.
Next, you have to determine whether your company qualifies for an audit exemption.
Your company is exempted from audit if it qualifies as a small company or if it has been dormant for the period.
Next, you will have to hold your Annual General Meeting (AGM).
Section 175(1) of the Companies Act states that an AGM has to be held once in every calendar year and not more than 15 months after the holding of the preceding AGM. The first AGM of a company must be held within 18 months of its incorporation. After the AGM is held, the Annual Returns must be filed within 30 days. If the company is not based in Singapore, the Annual Returns must be filed within 60 days.
There are instances whereby the company can file its Annual Returns without an AGM. In the event of uncontactable or deceased shareholders, the company must make an application to ACRA to file Annual Returns without an AGM as there is a failure to meet the quorum of the AGM.
A failure to hold an AGM would be in breach of section 175(4) of the Companies Act. All companies have to hold an AGM before filing their Annual Returns.
Finally, the filing of Annual Returns.
There are 2 ways to file your annual returns, with financial statements and without financial statements. All Singapore incorporated companies are required to submit a full set of financial statements in eXtensible Business Reporting Language (XBRL) when filing their Annual Returns. Exempt Private Companies, companies regulated by the Monetary Authority of Singapore (MAS) and some companies allowed by law do not require their financial statements to be filed in XBRL format. However, if your Exempt Private Company is insolvent, you are not exempted.
If your company has one director, he or she is required to sign the documents to be submitted with the Annual Returns. If your company has more than one director, you will require at least 2 directors to sign the documents to be submitted.
There are penalties for non-compliance on the filing of Annual Returns.
When in doubt, seek legal advice or consult an experienced ACRA Filing Agent.
Yours Sincerely,
The editorial team at Acra Filing Agent
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