Every registered company in Singapore must file their Annual Returns with ACRA after their financial year end. Filing timeline varies depending on whether the company is a private or public entity.
Usually, a Company Secretary would be able to assist with the filing of Annual Returns.
For the purpose of simplicity and ease of understanding, this article is catered to private entities only.
Prior to the filing of annual returns – you must ascertain the following information of the company during its financial year end period.
• Live or Inactive
During the financial period, did the company have any business transactions? This would determine whether the company is an active, or dormant company. This declaration of dormant or active is required during the annual returns filing process.
• Solvent or Insolvent
Whether the company is considered solvent, or insolvent would be dependent on whether the company is able to meet its debt when they are due or not.
In most cases, you would need to assess the total liabilities of the company, against its assets. If the assets is less than the liability, this would usually (exceptions apply) imply that the company is insolvent.
For insolvent companies, an additional step in the annual returns filing is required. Insolvent companies must submit their financial statements through XBRL. The extent of XBRL filing would vary on the company’s size and nature of operations. The 2 types of XBRL filing are
- Simplified XBRL
- Full XBRL
There are no requirements for Solvent Exempt Private Companies (EPC) to submit their financial statement by XBRL.
• Has AGM been held, exempted, or dispensed?
All companies must hold their AGM within 6 months from their financial year end.
You must declare whether or not the AGM has been held, and if yes at what date.
Otherwise, if dispensed, or exempted, a declaration must be similarly made. The date at which the financial statements were sent to members of the company (shareholders, directors etc) must be specified.
• XBRL filing and upload of financial statements
Insolvent companies are required to submit their financial statements in XBRL format. For those eligible for simplified XBRL, the corresponding financial statements which were sent to the company’s members must be uploaded in PDF format.
• Has the company been audited or not
Small companies are exempted from audit.
Small companies are defined by ACRA as follows:
- Is a private limited company
- Meets 2 of the following 3 criteria: 1. Total annual revenue <$10m; Total assets <$10m; less than 50 employees
• Verify information
You’d have to check, and verify that the company information are all up to date and accurate as of the filing. Such information includes:
- Company business activities
- Company shareholdings and shareholder particulars
- Company directors
- Company registered office address
• Specify where the registers are kept
Finally, the location of the company’s register of controllers, and register of nominee directors must be specified.
How to File Annual Returns
With the above information, the actual filing of annual returns is relatively straight forward as it is similar to filling up an online form.
- Access to BizFile and login with CorpPass
- Select eServices > Local Company > Annual Filing
- Select Filing of Annual Return by Local Company
- Enter Company’s UEN
- Fill up the online form accordingly with the information you have prepared above
- Select submit, and pay the $60 filing fee.
Annual Returns Late Filing Penalty
For private companies, please note that the annual returns filing is due within 7 months from the Financial Year End (FYE). If a time exemption is not applied, and not granted – a late filing fee beginning from $300 will apply.