Meeting regulatory requirements, ensuring business continuity, safeguarding business reputation – these are the main reasons for filing a company’s Annual Return with the Accounting and Corporate Regulatory Authority (ACRA).
Below is a quick guide on how and when to file for Annual Returns in Singapore.
Who should file for Annual Returns?
As per the Companies Act, all companies, which have been incorporated locally, need to hold their Annual General Meetings (AGM) and thereafter file for their Annual Returns. The companies can be small, normal, or dormant Exempt Private Companies (EPC); private companies; or public companies. An EPC refers to a private company that has a maximum of 20 shareholders, and whereby a corporation does not have any interest in its shares. If the company has been newly-incorporated, it should have its AGM within 18 months. Afterwards, the AGM should be held every year.
When should my company file for Annual Returns?
According to section 197 of the Companies Act, a company should do its annual filing within a period of 30 days following the AGM. For the Annual Return filing process, a company will need to provide information including its full name and registration number, registered address, main activities, company type, summary of issued and paid-up share capital and registered charges. The company will also need to give details about its directors, company secretary, auditors and shareholders.
The other information required from the company also include the financial period of the audited reports and the accounts in full or partial XBRL format, which is a type of reporting language accepted by ACRA. The company should take note that any document submission must include the signature of a minimum of two directors. Should the company only have one director available for the signature of documents, this must be notified to ACRA for prior approval.
What are the filing requirements of Annual Returns based on company type?
An EPC will need to file its Annual Return through BizFile. The EPC will not need to include its EPC certificate or the statement by EPC which exempts it from audit. In the case of an insolvent EPC, the company will have to present its financial accounts. If the EPC is solvent, the company will have to make an online declaration of solvency.
A dormant company will still need to file its Annual Return even when there are no accounting transactions during a given period of time. In terms of documentation, the dormant company will not be required to include the statement by dormant companies for audit exemption.
How to file for Annual Return?
In order to do the company’s annual filing, the company’s appointed officer can choose to do it himself. In that case, they should log onto BizFile, which is the online filing and information retrieval system of ACRA, to make the filing. A SingPass, that is an electronic entity, will be needed to access BizFile. While the SingPass is issued to Singapore citizens and permanent residents, foreigners can also ask for it for filing purposes. The company can also opt to enlist the support of a professional services firm to make the filing on its behalf.
Can a company file Annual Return without holding an AGM?
In certain cases, a company is not able to hold an AGM due to the inability to meet the minimum number of shareholders attendance. To this end, ACRA allows a company to file ACRA Annual Return without having to hold an AGM. The company will need to first make the request through Bizfile and seek approval from ACRA. This usually takes 14 days to one month. ACRA will typically allow a company to file its Annual Return without holding an AGM if it is a new company. Any request for subsequent years is unlikely to be approved.
What should be done if my company is not able to file Annual Returns on time?
ACRA offers provision to companies which are not able to meet and satisfy the timeframe of holding AGMs and submitting Annual Returns. This is possible as per the Section 175 of the Companies Act. To apply for an extension before the deadline to hold an AGM, the company’s appointed officer or the professional services firm should go to Bizfile to ask for the postponement. A fee of S$200 will need to be paid. The typical processing and approval time is 14 days.
What are the updates for 2017?
It is to be highlighted that a company can obtain a free business profile when it has filed its annual return. This has been effective since June 2017. Covering business information on the company, the business profile is needed for matters such as the opening of a corporate bank account and the application of licenses and permits.