Filing an annual return
According to S197 of the Companies Act (“CA”), the company’s annual returns together with the audited/unaudited accounts must be filed with ACRA within 30 days from the date of the AGM.
The annual return is an electronic return lodged with ACRA and contains important information such as:
- Company details – registered office address, particulars of the officers like directors, shareholders, secretary etc, principal activities of the business, details of registered charge up to date.
- Share details – such as number of shares held, issued, paid up to date.
- Date of Annual General Meeting (AGM) – Indicates the date of your AGM if applicable.
- Financial Statements – Indicates whether the company needs to file the financial statements with the return.
The annual return is supposed to be filed with ACRA:
- Within 5 months after financial year end for for listed companies or
- Within 7 months after financial year end for non-listed companies as required under S197(1) of the CA.
For companies having a share capital and keeping a branch register outside Singapore, the annual return has to be filed
- Within 6 months (for listed companies) or
- Within 8 months (for non-listed companies) after financial year end under S197(1A) of the CA.
In addition, note that the annual return can be filed only:
- After an Annual General Meeting (AGM) has been held
- After financial statements are sent (if company need not hold an AGM)
- After financial year end, for a private dormant relevant company that is exempted from preparing financial statements or that has dispensed with the AGM.
Filing a simplified return
To reduce the administrative burden for companies, ACRA has simplified the process of filing annual returns for solvent exempt private companies (EPC) and private dormant relevant companies.
Your company can file a simplified annual return if it meets the following requirements:
- FYE falls on or after 31 August 2018
- Your company was declared a solvent EPC or private dormant relevant company, in its last submitted annual return
- Your company is not preparing audited financial statements
- Your company is not required to file financial statements
- You are not changing any previous information filed with ACRA
A simplified annual return can be filed after your company has held its annual general meeting (AGM) or after the financial statements has been circulated to all members (if the company is not required to hold AGM).
The simplified annual return form only takes five steps to complete, and can be filed using the BizFile+ portal.
Company officers needed to file the annual return
If the company has only 1 director, this director will sign on all documents submitted to ACRA.
If the company has 2 or more directors, at least 2 directors are authorised to sign on the documents submitted to ACRA.
Applying for an extension of time to file the annual return
Companies can apply for an extension of time of up to 60 days to file the annual return after the deadline. It is advised that the companies submit an extension of time application at least 14 days before the deadline. Each application will cost $200.
Enforcement action for late filing of annual return
All companies are required to file the annual return on time. A $300 late lodgement fee will be imposed on companies which file the annual return after the deadline.
The directors may be prosecuted in court and fined up to a maximum of $5000 per charge.
ACRA has revised the penalty framework for late annual lodgments with a simplified 2-tier penalty, to take effect from 30 Apr 2021. This is part of ongoing efforts to make compliance simple and to encourage companies and LLPs to take their statutory obligations on annual reporting seriously. There is no change to the current penalty framework for ad hoc filings (Click here for more details)
Disqualification of directors for filing breaches
A director convicted or 3 or more filing-related breaches within a period of 5 years under S155 of the Companies Act will be disqualified from being a director for a period of 5 years starting from the date of conviction.
A disqualified director cannot take on any new directorship Nor take part directly or indirectly in the management of a company for a period of 5 years.
Striking off a company that fail to file return by ACRA
ACRA may strike off a company if it has reasons to believe that a company is not in operation or it has not filed return for a number of years.
A director may be automatically disqualified from acting as a director by ACRA if it has struck off at least 3 companies within 5 years. The start date of disqualification is from the date the 3rd company has been struck off by ACRA. A director may appeal to have its directorship reinstated to ACRA and Court.
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