Regardless of size or Singapore company setup, all businesses that have gone through company incorporation are required to file its Annual Return.
An Annual Return is an electronic document that is submitted to the Accounting and Corporate Regulatory Authority (ACRA). It is a snapshot of a company’s information, which includes the following:
- Company name/registration number
- Registered office address
- List and details of company officers
- Information about the shareholders and their respective share capital, and
- Principal activities
When Should You File An Annual Return?
The submission of the Annual Return depends on the date when a company holds its Annual General Meeting (AGM). According to Section 197 of the Companies Act, companies should be able to file its Annual Return one month from the date of its AGM.
The only exception to this rule applies to businesses that have just filed for company incorporation. Newly incorporated businesses may conduct their first AGM and submit its Annual Return document 18 months from the date of its incorporation (Section 175). The AGM can be conducted in person where all shareholders meet or through written resolutions.
Filing Requirements For Different Companies
The Annual Return is a very important piece of document that all companies should submit. It gives potential investors or partners a glimpse into the health and status of a company.
Although the Annual Return is a requirement for all businesses in Singapore, not all companies have to file the same requirements.
Small private companies are usually exempt from attaching their financial statements in their Annual Returns if they have:
- Less than S$10 million total annual revenue from the previous fiscal year
- Less than S$10 million total assets from the previous fiscal year
- Less than 50 employees in the past fiscal year
Companies that exceed the above criteria must prepare an audited report. Dormant companies are not required to submit an audit report, but they are still obliged to prepare an unaudited report.
How To Submit The Annual Return
The Annual Return is signed by the director of the company or the company secretary, who also files the document within a month of its AGM.
With the exception of some small private companies, all businesses are required to prepare their financial statements, which should be submitted in eXtensible Business Reporting Language (XBRL) format.
The company will then submit the Annual Return through Bizfile, ACRA’s electronic portal. Only the director and officers of the company may log in to Bizfile using their SingPass. However, a Singapore incorporation services company may assist in the submission of the Annual Return.
What To Do With Missed Deadlines
Companies that miss the deadlines for conducting their AGM and submitting the Annual Return may apply an extension from ACRA. The extension will only be granted to companies if the original deadline has not yet lapsed.
If a company still fails to comply with the requirements during the extension deadline, ACRA will impose penalties. The minimum lodgement fee is SG$300, with a maximum cap of SG$600. However, the maximum fee may be different, depending on whether a company contravene or complies with either Sections 175 or 201 of the Companies Act.
Filing the Annual Return may seem like a daunting task, especially for newly incorporated companies. The good thing is that businesses can outsource this undertaking to a corporate services company to ensure that all processes are followed correctly.