The Ultimate Guide to Filing Annual Returns in Singapore: Requirements & Tips

In Singapore, annual filings are essential for corporate governance and compliance.

The Ultimate Guide to Annual Filings in Singapore helps companies keep their annual filings transparent and up to date on the public register, fostering trust with stakeholders and regulatory bodies. Business owners and company officers must understand the requirements of annual filings, as doing so helps them navigate regulatory obligations while promoting accountability and integrity.

What Is An Annual Filings?

The Annual Return or annual filings is an electronic form submitted to ACRA by Singapore companies that includes essential details about the company, such as the names of the directors, secretary, members, shareholding structure, and the date for which the financial statements are prepared.

The appointed officer of the company, such as a director or company secretary, can file the annual return through ACRA’s online filing portal, BizFile+. Alternatively, a registered filing agent may be engaged to handle this process on behalf of the company.

Importance of Annual Return Filings

Filing annual returns is a regulatory requirement in Singapore and plays a crucial role in maintaining the integrity of the corporate environment. These filings ensure that ACRA’s database remains current, providing stakeholders with the transparency and accurate information they need regarding a company’s operational status.

For companies, staying compliant with annual return filings helps avoid late submission penalties and enhances stakeholder confidence in their corporate governance standards.

When Should The Annual Return Be Filed?

Section 197(1) of the Singapore Companies Act:

Every company, other than a company mentioned in subsection (1A), must lodge a return with the Registrar after its annual general meeting

• (1)(a) – listed company; 5 months after the end of its financial year.
• (1)(b) – in any other cases; 7 months after the end of its financial year.

So, according to this provision, every private company shall file an annual return with ACRA within 7 months after the end of their financial year end (FYE).

Annual General Meeting (AGM)

Listed companies must hold their Annual General Meeting (AGM) within four months after their financial year-end (FYE). While non-listed companies are required to do so within six months after FYE.

Private companies may not need to hold an AGM if they meet any of the following criteria:

1. All members have approved a resolution to dispense with the holding of AGMs; or
2. The company sends its financial statements to members within five months after FYE; or
3. The company is a private dormant relevant company exempt from preparing financial statements.

Failure To Comply In Filing

Section 197(6) of the Singapore Companies Act:

A company must strictly the above-mentioned requirements. If a company fails to comply with the requirements, both the company and any officer in default will be guilty of an offence. Upon conviction, they may face a fine of up to $5,000, along with a default penalty.

What Do Annual Filings Consists Of?

Annual Return Details 

Section A: Company Type and Status

In this section of the annual return, the lodger must provide the following information:

1. Company Type for the Financial Period: Indicate whether the company is a Private Company Limited by Shares or an Exempt Private Company Limited by Shares.
2. Company Type Status: Specify if the company is Active or Dormant, and Solvent or Insolvent.
3. AGM Details: Include the date when the financial statements were sent to members (for companies exempt from holding an AGM) or the date when the AGM was held.

*Note: This section also includes declarations regarding the company’s status, such as exemptions from audit requirements and dormancy, as applicable.

Section B: Financial Information

In this section, the lodger is required to upload the financial statements in XBRL format and list the names of the Directors who signed the Statement by Directors in the financial statements.

All companies, except for Dormant Relevant Companies, Solvent Exempt Private Companies, and Companies Limited by Guarantee, must file their annual filings in XBRL format unless they have obtained approval from the Registrar.

Financial Statement

The following components must be included in the financial statement:

Section C: Audit Information

In this section of the annual return, the lodger must provide the following information:

1. Confirmation of Audit: Indicate whether the company has audited its financial statements.
2. Public Accounting Entity Name: Provide the complete name of the Public Accounting Entity that conducted the audit.
3. Auditor Name: Include the complete name of the Auditor who audited and signed off on the financial statements.
4. Date of Independent Auditor’s Report: Specify the date of the Independent Auditor’s Report.

Company Details 

This section of the annual return includes the following information for confirmation:

1. Primary/Secondary Activities: Specify the company’s main and secondary activities.
2. Address: Provide the company’s registered address.
3. Particulars of Company Officers and Auditors: Include details of company officers and auditors.
4. Share Capital Details: Outline the share capital information.
5. Member(s) Details: Provide information about the company’s members.

Additionally, this section requires the company to confirm the location where its Register of Controllers and Register of Nominee Directors is maintained.

Filing of Annual Return

1. Companies with financial year ending on or after 31 August 2018:BizFile+ > eServices > Local Company > Annual Filings > Annual Return by Local Company (For FYE from 31 August 2018)*As of December 2019, companies can file their annual returns more easily, as most information is now pre-filled in the annual return form. The filer simply needs to review the pre-filled details—based on their previous annual return filing—to ensure they remain relevant for the current submission.
2. Companies with financial year ending before 31 August 2018: BizFile+ > eServices > Local Company > Annual Return by Local Company (For FYE before 31 August 2018) 

*If A company has not filed its annual returns for more than one financial year. The overdue annual returns must be filed first before the current annual returns for the most recent financial year can be filed.

Extension of Time in Annual Filings Report

An Extension of Time (EOT) to file an Annual Return is applicable only to companies with a financial year ending on or after 31 August 2018.

An EOT of up to 60 days can be applied to submit the annual filings. Since processing the application may take at least 14 working days, it’s advisable to submit your request via BizFile+ at least 14 working days before the due date.

The fee for each application is $200.

Either a company officer or a registered filing agent representing the company may apply for the EOT.

Further Extension of Time

ACRA is unlikely to grant a further extension of time unless compelling supporting reasons are provided.

Each application for an additional EOT incurs a fee of $200.

An application (including the company’s appeal letter and supporting documents) shall be emailed to ACRA at least 14 working days before the extended due date.

*Please note that the application fee is non-refundable, even if the application is withdrawn or rejected.

Role of Company Officers in Annual Filings

1. If the company has only one director: That director is the sole signatory for the documents submitted with the Annual Return.
2. If the company has multiple directors:At least two directors must sign off on the documents accompanying the Annual Return.

Appointment of Auditor

The company must appoint an auditor to audit the Financial Statements if it meets any two of the following conditions.

1. Has 50 or more employees
2. Has total assets exceeding S$10 million
3. Has total annual revenue exceeding S$10 million

Email Reminders

To help companies and Limited Liability Partnerships (LLPs) file their Annual Returns and Declarations on time and avoid non-compliance penalties. ACRA will send email notifications to position holders, such as directors, company secretaries, managers, and partners. These notifications will inform them when their corporate entity is due to file its Annual Return or Annual Declaration. ACRA encourages position holders to keep their email addresses updated. Notifications will start in January 2024 for companies and LLPs with filing deadlines beginning in March 2024.