Annual Return Filing : All You Need To Know

Singapore is home to a thriving business community — however, compliance with government regulations is one of the essential obligations of any business owner whose company is registered in Singapore.

A large part of that is complying with ACRA regulations. The Accounting and Corporate Regulatory Authority (ACRA) is Singapore’s main regulator of financial reporting and business registration — and it is crucial to promptly update them on any changes in your business information, including annual return filings.

We will explain all the details on filing your business changes to ACRA below.

What is an annual return?

These days, the annual return for ACRA is basically an electronic form filed to ACRA, containing important company particulars that we have described below. The annual return also provides critical information that helps the company’s stakeholders to make informed decisions.

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Do I need to file my business changes to ACRA?

According to the Singapore Companies Act, any business incorporated in Singapore has to file annual return to ACRA. This is done to make sure ACRA’s register contains up-to-date information on all companies. Failing to do so has consequences for company officers because they could face penalties if they do not file the annual returns for their companies in a timely manner.

Here’s some of the information you are required to provide to ACRA as a part of that annual filing.

Company Details

Ensure that the following company information is up-to-date:

• Registered office address;
• Company type;
• Registered company officers and their particulars;
• Details of any registered changes;

If any of this has changed since your last annual filing or is incorrect, you are required to notify ACRA of the necessary changes in your next annual filing.

Also, you need to confirm the accuracy of your company’s registered primary business activities and secondary business activities. These are marked by their respective SSIC designations, so here’s a list of all the SSIC (Singapore Standard Industrial Classification) codes.

Shares

Verify the details on your company’s shares, like:

• Amount of paid-up capital;
• Issued share capital;
• The number of held shares.

Annual General Meeting Date

If your company has an annual general meeting (AGM), you will need to indicate the date of the meeting on your annual returns. If you have dispensed with these meetings in accordance to the Companies Act or you are simply exempt from holding them, this requirement does not apply to you.

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Should I Attach Financial Statements Together With Annual Return?

Some companies also have to provide financial statements with their annual return filing. The content of the financial statements and whether you should audit it depends on your business.  Here are some of the exceptions:

1. SG-incorporated EPCs that are solvent.

2. Sole proprietorship, partnership, limited liability partnership, or limited partnership.

3. SG-incorporated companies limited by guarantee will only need to file the authorised PDF format of their financial statements.

4. Foreign companies with branches in Singapore will also need to file the authorised PDF format of their financial statements.

If you are not on the list above, you are required to attach financial statements either in full or simplified XBRL format to ACRA annually.

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What About Dormant Company?

While it is true that dormant companies do not need to submit audited financial statements, they are still required to prepare unaudited accounts that comply with the Singapore Financial Reporting Standards (SFRS). Additionally, they are expected to hold an Annual General Meeting (AGM) and file their annual return with ACRA, within the given timeframe, unless they are exempted under Section 201A of the Companies Act.

It is important to note that even though a company may be considered dormant, it still has certain legal obligations that must be fulfilled. These obligations are in place to ensure that the company remains compliant with regulations and maintains transparency with its stakeholders. Therefore, while it may seem like there is less to do for a dormant company, it is still crucial to stay on top of these requirements to avoid any potential penalties or legal issues down the road.

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→  Read more on how you can properly close down a dormant company

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Step-by-Step Guide to Annual Return Filing

1. Getting Ready with Your Financial Statements

To have a smooth annual return process, it is crucial to promptly prepare your financial accounts after the end of your financial year. Having those accounts ready is essential for several subsequent steps. You must hold your AGM, and you need your financial statements to do so. Only after holding your AGM can you file for your annual return.

2. Organise and Hold Annual General Meeting

Holding an Annual General Meeting (AGM) is crucial for Singaporean companies. Companies must present their financial accounts to shareholders and hold an AGM within six months after the financial year. Shareholders can ask questions about the company's health during the AGM.

If you're planning an AGM, make sure to send out the notice at least 14 days before the meeting. You can even give shorter notice if the members agree to it. It's the job of the company secretary or director to draft and send out the AGM notices. Just keep in mind that the company's constitution needs to specify how the notices are delivered.

Remember, it's crucial to fulfill your legal obligations to maintain transparency with stakeholders and avoid any potential penalties or legal issues in the future. So, make sure you hold your AGM within six months after the financial year, and keep your shareholders in the loop!

3. Submit the AGM and financial statements to your company secretary for Filing

To make sure you're following regulations, you need to send your company secretary details of your AGM and financial statements within 30 days of your AGM. Your company secretary will then file this information with ACRA via Bizfile+.

Gentle reminder: Try to send at least one week before the filing deadline to avoid website interruption around peak filing periods.

→ Check out this quick guide from ACRA

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Sprout With Us!

Due to the abundance of paperwork, it can occasionally be challenging to maintain track of filings. Allow Sprout Asia's corporate secretary services to assist you and cut down on the amount of time you spend on administrative tasks so that you can concentrate on what matters.

To discuss in greater detail, please get in touch with us for a free consultation.

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