Singapore companies need to stay compliant with two authorities: namely the Accounting and Corporate Regulatory Authority (ACRA) and the Inland Revenue Authority of Singapore (IRAS).

ACRA is the national regulator of business entities, public accountants, and corporate service providers in Singapore. It includes the Registrar of Companies (ROC). ACRA also runs Bizfile- ACRA’s online filing system. ACRA’s annual compliance includes:

  • Presentation of financial statements at AGM (due within 6 months of *FYE)
  • Annual General Meeting (AGM) due within 6 months of *FYE
  • Filing Annual Returns (AR) due within 1 month from date of AGM

*FYE, a company’s financial year-end

IRAS is the statutory board which oversees all tax matters in Singapore. IRAS’s annual compliance includes:

  • Tax filing due 30 November

Why does your Annual Compliance matter?

1. Foreign director’s visa on the line

The Ministry Of Manpower (MOM) has the right to revoke a foreign director’s visa such as his/her Employment Pass (EP) if their company has been continuously non-compliant with ACRA’s mandatory compliance. They can also demand payment of the penalties incurred upon a foreign director’s entry into Singapore.

2. Avoid bad company reputation

There are many instances other entities or individuals would do background checks on your company. Banks check your company status prior to service, potential clients and suppliers might do so as well. Having penalties and delayed annual return submissions are red flags.

Timeline Of Your Full Annual Compliance

Company Compliance Timelines

For example, if the company was incorporated on 1 January 2021, the typical timeline looks like this:

1 January 2021: Incorporation

31 March 2021: Deadline for appointment of auditors unless exempted

30 June 2021: Deadline for appointment of company secretary

31 December 2021: Financial year end of company

31 March 2022: Deadline for submission of estimated chargeable income

30 June 2022: Deadline for annual general meeting

31 July 2022: Deadline for annual return (within 1 month of AGM)

30 November 2022: Filing of tax return form C/C-S

At Paul Hype Page, there are 3 things we do differently:

  • We recommend a 11-month financial year for maximum tax efficiency.
  • Auto-reminding notification systems are in place prior to FYEs, ensuring no deadlines are missed out.
  • We simplify filings, preparing all necessary documents for financial statements, AGMs, ARs, and even tax filings at one go so that you spend only a few days working on compliance, and the remaining 360 days running your business.

Your timeline with Paul Hype Page looks like this:

1 January 2021: Incorporation with appointment of company secretary and auditor unless exempted

30 November 2021: Tax efficient financial year end of company

1 December 2021: Paul Hype Page’s accountants take 2 to 4 weeks preparing financial statements, AGM’s, ARs and tax filings

1 January 2022: All documents are ready for your approval and signature.

Our accountants will proceed with all necessary filings accordingly.

“ According to Singapore law, it is mandatory for every Singapore Company to file its Annual Return and Tax Return. Paul Hype Page puts me at ease to ensure my company meets this statutory requirement annually. No missing deadlines or penalties! ”

Holding an Annual General Meeting

RequirementsDescriptionsCompanies Act
Annual General Meeting (AGM)1. A company is required to hold its first AGM within 18 months after its incorporation,
2. Subsequently AGMs must be held every calendar year and the interval between AGMs should not be more than 15 months.
Section 175
Audited/Unaudited AccountsThe Annual Return must be filed with the Registrar within one month after the AGMSection 197
Public/Listed CompanyFor a public company listed or quoted on a securities exchange in Singapore:
Accounts presented at the AGM shall be made up to a date not more than 4 months before the AGM.In the case of any other company:
Accounts presented at the AGM shall be made up to date not more than 6 months before the AGM.
Section 201

New companies in Singapore must hold their first AGM after 18 months from the date of registration. Thereafter, it is mandatory for both active and dormant companies to organize the annual meeting once every financial year.

However, in any case, if a business needs an extension of time to hold its AGMs, then one can approach ACRA with an application for Extension of Time (EOT) under Section 175 or Section 201 of the Companies Act. Furthermore, the BizFile+ portal can also be used to file an extension.

AGMs may be held in any location as long as a majority of the shareholders of the company will be present during it. Should the company in question have a corporate shareholder, more than 20 shareholders, and sales turnover of at least S$5 million per year, an independent auditor’s report will also be required to be submitted.

Business owners must declare the date of AGM to ACRA while filing the annual return of the company using BizFile+. If the company is exempted from holding an AGM or dispensed, then details are to be submitted at the time of annual return. Some requirements of this rule are as follows:

  • Financial statements of businesses must be prepared towards the end of each financial year
  • Circulate of the AGM resolutions which shareholders must approve on paper
  • Send the financial statement and other related documents, including the Statement and the report of directors to members and the shareholders

Filing Annual Returns of a Local Company

According to Sections 175, 197 and 201, the annual returns of the company must be filed ACRA within 1 month from the date of the AGM. In submission of your annual returns, the following information is requred:

  • Company’s full name and registration number
  • Registered address
  • Principal activities
  • Company type (i.e. private company, public company, small exempt private company)
  • Summary of issued and paid-up share capital
  • Registered charges
  • Information of directors, company secretary, auditors, and shareholders
  • Date of AGM and the financial period to which the audited accounts have been made up
  • Financial statements, if applicable

If you had a share transfer that has not been registered, in submitting AR via BizFile+, the lodger must select “have not been registered” in the relevant drop-down list. Vice versa, if you did not have a share transfer, in submitting AR via BizFile+, the lodger must select “have not taken place” in the relevant drop-down list.

Filing Financial Statements with ACRA

A company is required to file its financial statements in XBRL format during the filing of annual returns, if the company either:

  • is insolvent (has more total liabilities than total assets)
  • has a corporate shareholder for the financial year

We can do the following for you:

  • Set up an accounting system
  • Prepare a chart of accounts
  • Prepare monthly cash and bank reconciliation statements
  • Prepare monthly/quarterly/annual management financial reports and monthly/quarterly GST returns
  • Compile statutory financial statements in accordance with financial reporting standards
  • Prepare financial statements in XBRL format for ACRA filing

Documents Required

Please furnish us with the company’s bank statements for the entire financial period/year.

  • In the bank statements, the nature of the transactions must be stated. This allows us to identify the type of transactions and how to account for them in the best way possible.
  • Refer to the attached bank statements (sample Bank statements with remarks)to understand how this is to be done.

  • For sales transactions, state the sales invoice number so that we can trace the status of invoices and also figure out the trade receivables balance.
  • Additionally, you can also state the following in your email to us:
  • Any significant transactions not reflected in the bank statements (e.g. large sales invoices for which payments have not yet been received, unpaid purchase invoices)
  • Unusual/non-routine transactions
  • Transactions happening between the directors/shareholders of the company (e.g. drawing, additional capital injected into the company, loans to the company)
  • Any other transactions affecting the company of which you are aware

Audit requirements

A section taken from ACRA states that currently, a company is exempted from having its accounts audited if it is an exempt private company with annual revenue of $5 million or less. This approach is being replaced by a new small company concept which will determine exemption from statutory audit. Notably, a company no longer needs to be an exempt private company to be exempted from audit.

A company qualifies as a small company if:

(a) it is a private company in the financial year in question; and

(b) it meets at least 2 of 3 following criteria for immediate past two consecutive financial years:

  • total annual revenue ≤ $10m;
  • total assets ≤ $10m;
  • no. of employees ≤ 50.

Tax Filling

Tax filing for corporations must be done by 30 November of any given year.

Our corporate specialist will follow up on the work of corporate tax filing after the compilation of financial statements is signed and agreed by the company. A company is taxed on the income earned in the preceding financial year.

With effect from YA 2010, a company is taxed at a flat rate of 17% on its chargeable income regardless of whether it is a local or foreign company. See Singapore personal tax rates

Tax Forms to be Submitted Yearly

All companies need to submit two corporate income tax forms to IRAS every year:

  • Estimated Chargeable Income (ECI) form within three months from the company’s financial year end except for (a) companies that fulfill the conditions under the Administrative Concession; and (b) certain entities that are not required to file ECI.
  • Corporate Income Tax Returns, commonly known as Form C-S or Form C, by November 30 of each year, except for dormant companies for which IRAS has waived the requirement to file.

In 2020, those who do not comply with this requirement will be fined S$300 by ACRA. IRAS may also punish the estimated tax payable.

Our thoughts

Considering the consequences of non-compliance, which are the revoking of visas and impact on business reputation, it is not worth it to skip out on this. Doing it alone, the process might be tough. Engage a service provider for all the corporate secretarial work because they usually simplify the deadlines for you. Make one payment, once a year, and they handle all the paperwork and get all the filings done on time.

FAQs

Singapore LLP need to file annual returns?2021-07-15T00:34:31+08:00

Singapore LLPs are not required to submit AR to ACRA but are required to submit an Annual Declaration to ACRA stating whether the LLP is able or unable to pay its debts.

Singapore LLP need to hold AGM? What about minutes and resolutions?2021-07-15T00:34:03+08:00

Singapore LLP Act does not prescribe requirements to hold Annual General Meetings. You have to refer to the LLP legislation on whether partnership’s resolutions are required to be filed or reported for specific instances (such as winding up). By and large, the LLP Act does not prescribe detailed requirements for different types of resolutions as the LLP is a “business” structure. Please seek professional advice from your Paul Hype Page & Co, ACRA Certified Public Accounting Firm.

Must a Singapore Company renew company’s registration yearly?2021-07-15T00:33:36+08:00

A Singapore company’s registration need not renewed yearly as per the business entity rather is required to submit Singapore Company Annual Return on a yearly basis.

Singapore dormant company need to submit audited accounts?2021-07-15T00:32:58+08:00

Singapore dormant company need not submit audited accounts, if your company does not have any accounting transactions for that financial year other than the exceptions set out in section 205B(3) of the Companies Act, eg. maintenance of registered office. If you are not sure whether there was any accounting transaction for your company, please seek professional advice from your Paul Hype Page & Co, ACRA Certified Public Accounting Firm.

What is the information that I need to provide when I file the annual return?2020-11-17T17:18:13+08:00

You need to provide the following information when you file the annual return:

  • Company details
  • Shares
  • Financial Statements
  • Date of Annual General Meeting (if applicable)
Which companies are required to file an annual return with ACRA?2020-11-17T17:17:36+08:00

All companies that are incorporated in Singapore are required to file annual returns with ACRA as per the Companies Act. 

How many company officers needed to sign off on the documents submitted with the annual returns?2020-11-17T17:17:50+08:00

It depends on the size of your company. If your company has only 1 director, then this director is the only person who needs to acknowledge on documents submitted with the annual returns; if your company has more than 1 director, your company will need at least 2 directors to acknowledge on documents submitted with the annual returns 

What happens if I file the annual returns after the deadline?2020-11-17T17:18:23+08:00

Your company will be fined for S$300 late lodgement fee should you submit the annual returns after the deadline. 

What is Form C?2020-06-23T13:17:47+08:00

A company must declare its income by completing the Income Tax Form for companies. This is known as Form C and must be completed each year.

IRAS will send the first Form C to a newly incorporated company in the second year following the year of incorporation.

Thereafter, Form C for subsequent YAs will be sent to your company in March or April every year.

You may need to request for the first Form C to be sent to you earlier, that is, in the year immediately after the year of incorporation (instead of the second year following the year of incorporation) under certain circumstances.

Note that income is assessed on a preceding year basis. This means that the basis period for any YA generally refers to the financial year ending in the year preceding the YA.

Example 1

Your company is incorporated on July 1, 2007, and its financial year end is June 30.

If your company’s first set of accounts covered the period from the date of incorporation (July 1, 2007) to June 30, 2008, your accounts will be for YA 2009. You do not need to request for Form C for YA 2008.

Example 2

Your company is incorporated on July 1, 2007 and its financial year end is December 31.

If your company’s first set of accounts covered the period from the date of incorporation (July 1, 2007) to December 31, 2007, your accounts will be for YA 2008. In this case, you have to request for Form C for YA 2008.

  • Form C can be requested via the form titled “Request for Form C for Newly Incorporated Companies or Companies Granted Waiver to Submit Form C/Change of Particulars (36KB)”.
  • If a company’s first set of accounts covered the period from the date of incorporation to December 31 of a particular year, accounts will be for the YA after the December 31 which ends the period. There is no need to request for Form C for the YA before it.

Accounts for a given period are to be submitted with the Form C. Form C will be sent to a company in March or April. When filing Form C for a YA, separate tax computations must be submitted for each of two YAs if accounts cover a period of more than 12 months. Income must also be apportioned for each period, and a letter stating that tax computations for the two YAs are enclosed must be attached.

Why must Singapore have Tax exemptions on International air travel and shipping Income?2020-06-23T13:17:28+08:00

The countries to which these tax exemptions apply are heavily involved in shipping and air routes to and from Singapore. Therefore, these exemptions encourage the people of these countries to continue to engage with and conduct business activities in Singapore.

How to claim for tax exemption?2020-06-23T13:16:53+08:00

You are required to make a declaration in your income tax returns by giving the nature and amount of the foreign-sourced income that was remitted to Singapore. You are also required to complete the Declaration Form for Foreign-Sourced Income Received in Singapore From 22 Jan 2009 to 21 Jan 2010 (60KB) for submission to IRAS. Although you have to state the use of the foreign income in the declaration form, the usage of such foreign income will not affect the claim for tax exemption.

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