Staying Compliant with ACRA
All Singapore private limited Company is subject to staying compliant with Accounting and Corporate Regulatory Authority (“ACRA”). Annual filings are mandatory for both active and dormant Singapore companies.
Failing to regularly meet ACRA ongoing compliance requirements in a timely manner can have consequences.
What is Annual Return?
An Annual Return is a set of the documents comprising information on officers particulars, registered address and capital structure of the company. It is an online submission made to the local authority. Under Section 197 of Singapore Companies Act, the filing of Annual Returns is a statutory requirement for every Singapore incorporated company which must be done within 30 days of its AGM (Annual General Meeting).
Which Documents to be Included in an Annual Return?
- Company Name and Registration Number
- Registered Address
- Principal Business Activities
- Summary of Capital Structure (Paid-up & Issued share capital)
- Particulars of Directors, Company Secretary, Auditors, and Shareholders
- Details of Financial period
- Financial report in full or partial XBRL format
Annual General Meeting
Every Singapore Company needs to hold its Annual General Meeting (AGM) every calendar year and its financial statements are to be tabled at the AGM for the shareholders’ approval.
The Singapore Companies Act (Cap.50) states that every company is required to hold the Annual General Meeting (“AGM”):
- once in every calendar year
- 15 months from the date of the last AGM, whichever is the earliest
EXCEPTION: Newly incorporated companies are allowed to hold the first AGM within 18 months from the date of incorporation.
An AGM can be:
- physically held anywhere in the world, whereby the shareholders meet, or
- by way of written resolutions, whereby a meeting is not required.
The following matters are discussed in an AGM:
- To approve the Director’s Report/ Audit Report
- To approve Directors’ fees, remuneration and emolument;
- To re-elect the Director(s) (if applicable)
- To reappoint auditors
- To declare dividends, if any
- To transact any other business
Deadlines for Convening AGM & Filing Annual Return of a Company
There are no specific dates for convening AGM and filing an annual return of a company. They vary from company to company. Under the Singapore Companies Act, every company must convene its AGM once in every calendar year and file Annual Return within 30 days of AGM. The gap between two AGMs should be up to 15 months. However, the newly incorporated company can hold its first AGM within 18 months from the date of incorporation.
What if Your Company failed to hold AGM or submit ARs within the Deadline?
In case a company fails to fulfill the compliance requirements of holding AGM or filing ARs within the deadlines, the company should apply for an extension of time. It is notable that an extension of time can be applied for only before the deadline has lapsed. The penalty fines will be imposed for late lodgement to the companies who fails to comply with the Companies Act.
Apart from following the laws of the authorities, the filing of Annual Returns of a company is important in another aspect as well. It leaves a great impact on the reputation of the company. Since an Annual Return is a public record, business partners, potential investors can easily access to it. They can gain a better understanding of the financial health of a company before deciding to invest in it.
How Can We Help You in Filing Annual Returns of Your Company?
We have a team of CPA who are conversant with the laws of the authorities and help you stay compliant by delivering timely filing services. Our services are not just limited to the AR filing but also transcend to the convening of AGM.
Our team will take care of your following activities-
- Preparation of Annual General Meeting (AGM) agenda, shorter notice, attendance sheet and minutes of AGM
- Drafting of board resolutions for directors to approve the financial account of the company
- Filing Annual Return to the Authority (ACRA)
- Payment of Annual Return filing fee to the government authority
- Sending acknowledgment receipt of filing to the company’s director in it.
Contact us to further understand when your company should do its annual filing with ACRA.