It is the company directors' responsibilities to ensure that the Annual Returns (AR) are filed on time.
All Singapore incorporated companies are required to conduct the Annual General Meeting (AGM) and file the AR.
At the AGM, the company's directors shall present a true and fair view of the company’s financial accounts to the shareholders.
It is the directors' responsibility to appoint company secretarial service team to prepare the annual filings with ACRA.
The appointed officer or a third party professional company secretarial company (appointed by the directors) shall file the AR online via BizFile within 30 days after the AGM.
For a newly incorporated company, the 1st AGM must be held within 18 months after its date of incorporation.
AGM must be held every calendar year and the interval between each AGM should not be more than fifteen (15) months.
2. ARs for Exempt Private Companies (EPC)
An EPC is a private company that can have up to a maximum of 20 shareholders (i.e. natural persons).
The EPC's shares cannot be held directly or indirectly by any corporations.
An EPC is required to prepare financial statements with Directors' Report, file AR online and income tax return with IRAS.
For insolvent EPC, it is required to lodge the financial accounts with ACRA.
For solvent EPC, it is required to complete a declaration of solvency online.
EPC is not required to attach an EPC certificate or the Statement by EPC to exempt itself from audit requirements.
A dormant company is a company that has no accounting transactions during the financial period and is also required to file AR.
Below are the transactions that do not affect the dormant status of the company:
– Appointment of a company secretary
– Appointment of an auditor
– Expenses incurred on maintenance of a registered office, keeping of statutory registers and accounting records
– Payment made to ACRA
Dormant companies are exempted from audit requirements and are required to file the financial statements with Directors' Report with ACRA.
Dormant companies must submit their income tax return unless a waiver is obtained from IRAS.
If the company were not able to fulfil the required quorum to conduct the AGM, the shareholders or directors should seek professional advice from a local accounting firm to file an application with ACRA.
For most companies, they have more than one director, and as such, any two (2) directors can approve the financial statements, AGM and file AR.
If the company were not able to obtain at least two (2) directors' signatures, the shareholders or the directors should seek professional advice from a local corporate secretarial firm to file an application with ACRA.
For more information and assistance on compliance requirements, please complete the quotation form and our company secretarial service team can assist you.