Singapore Annual Return Filing Guide

Regardless of their size or business structure, all Singapore companies are required to follow certain legal responsibilities every year. In comparison to other countries, the statutory compliances in Singapore are simple. However, it is hard to keep track of all the deadlines when you are busy with your company’s expansion and growth.

It is critical to comprehend the compliance requirements and devise a strategy for staying on top of them. Therefore, we have made this Singapore annual return filing guide to help your company comply with the country’s business laws.

Annual return filing obligations of a Singapore company

The following sections provide detailed information about each of Singapore’s annual return filing requirements. If you are planning to set up a new company or need to file annual reports for your existing company, check out our special offer.

Annual return filing with ACRA

The Accounting and Corporate Regulatory Authority of Singapore (ACRA) is a government agency that regulates and enforces corporate legislation in Singapore. According to the Singapore Companies Act, all companies must file an annual return with ACRA within 30 days of holding an annual general meeting (AGM).

An annual return is an electronic document that every company must file with ACRA to keep its basic information current. The return contains the following information:

• Company name and registration number
• Principal activities
• Registered office address
• Details of company officers (directors, company secretary, etc.)
• Shareholder details, share capital, etc.
• Annual financial statements

The annual return must be signed by a corporate director or a company secretary. Here are the main factors to remember while filing an annual return:

• When a company files an annual return with ACRA, it must include its audited financial statements.
• A company can file its annual return without holding its AGM in some circumstances.
• Small companies are exempt from attaching their financial statements. Keep reading to see the criteria ACRA uses to define a small company.

Attaching audited financial statements with an annual return

All companies must prepare year-end financial statements that provide a summary of their financial activity during the accounting year, according to Singapore’s Financial Reporting Standards (SFRS). Please, note that only large companies are required to submit audited financial statements as part of their annual return filing. 

The financial statements must be submitted in XBRL format (eXtensible Business Reporting Language). Businesses utilize XBRL, an XML-based format for financial documents, to exchange financial data.

Certain companies are exempt from preparing financial statements in XBRL, including:

• Foreign companies and their branches
• Companies limited by guarantee
• Companies permitted to prepare financial statements in accordance with accounting standards other than SFRS, SFRS for Small Entities, and IFRS
• Solvent Exempt Private Companies (EPC): An EPC is a company with:
• No more than 20 shareholders
• No corporate shareholders (i.e., all the shareholders are natural persons)

Exemption from attaching financial statements

Certain companies are exempt from submitting financial statements with their annual return. These companies include:

Small companies

Small companies are defined as those that meet two of the following three criteria:

• Total annual revenue is less than S$10 million
• Total assets are less than S$10 million
• A maximum of 50 employees

Exempt private companies (EPC)

An EPC is a company with:

• No more than 20 shareholders
• No corporate shareholders (i.e., all the shareholders are natural persons

Dormant EPC

A dormant EPC is a company that has not conducted any business or earned any revenue in the previous fiscal year.

Annual general meeting (AGM)

An annual general meeting (AGM) is a mandatory annual meeting where the company presents its financial statements to the shareholders in order to provide a clear report on the company’s financial situation.

The following are the fundamental AGM rules for private limited companies:

• Companies must hold the first AGM within the first 18 months after incorporation
• No more than 15 months should elapse between AGMs
• All accounts must be updated no more than 6 months before an AGM
• AGMs can be held outside of Singapore

Any company and its directors who fail to hold an AGM can be fined up to S$5,000 under section 175 of the Companies Act. On the other hand, ACRA allows firms and directors to pay a composition cost of S$300 for each breach to avoid prosecution.

Annual return filing without holding an AGM

In certain cases, ACRA allows companies to file annual returns without conducting an annual general meeting. However, companies must apply for this exemption through BizFile. Note that ACRA can still reject the application, especially if a company has applied more than once. If the application is accepted, ACRA usually will notify the company within two weeks.

Annual Tax Return Filing with IRAS

The Inland Revenue Authority of Singapore (IRAS) is the government agency in charge of collecting taxes in Singapore. All companies in the city-state are required to file annual tax returns with IRAS.

There are two types of annual tax returns:

• Estimated Chargeable Income (ECI) must be filed within 3 months of the company’s financial year-end
• Corporate income tax return must be filed by November 30 for paper filing or by December 15 for electronic filing

Filing the estimated chargeable income (ECI)

ECI is an estimate of a company’s taxable income or the most recently completed fiscal year. Companies must file ECI with IRAS within three months of the end of the fiscal year.

As of July 2017, the following companies are not required to file ECI:

• Companies with less than S$5 million in annual revenue
• Companies whose ECI is NIL

Filing corporate income tax return

After declaring the estimated income, a company must file an income tax return, which  includes a calculation of the actual tax due using form C or C-S. 

Companies that file with form C must also attach tax computations, financial statements, a full profit and loss statement, and other supporting documents. On the other hand, companies do not have to attach tax computations or financial statements to Form C-S, which is a simplified version of the corporate tax return. To file using a C-S form, companies must meet all of the following criteria:

• The company must be registered  in Singapore
• The company must not earn more than $5 million in annual revenue
• The company is not claiming any of the following:

-Carry-back of current year capital allowances/losses

-Group relief

-Investment allowance

-Foreign tax credit and tax deducted at source

Singapore’s taxes system is based on the “previous year basis.” This means that a business must file its tax returns for the current year based on its profits from the previous year.

A dormant company that does not that does not do business and has no income for the fiscal year can apply for a waiver of income tax return filing. If IRAS accepts the waiver, the company does not have to report the estimated income or file the tax return for the financial year.

Annual return filing non-compliance

Non-compliance of annual return filing with ACRA

For any of the following reasons, ACRA can penalize a company for non-compliance:

• If the company fails to hold its annual general meeting in a timely manner;
• If the company fails to file its annual returns and financial statements by the deadline; and
• If the financial statements presented at the annual general meeting are not current.

Each non-compliance will result in a S$300 fine for the company. ACRA has recently increased its enforcement action against non-compliant businesses.

Non-compliance of filing tax returns with IRAS

If a company does not file the ECI within three months of the end of the fiscal year, IRAS will issue a Notice of Assessment (NOA) with an estimate of the company’s income.

If the company disagrees with the estimated assessment after receiving the notice, it must file a Notice of Objection within two months of the date of the NOA. Without the Notice of Objection, IRAS considers it final, even if the actual income on the income tax return is less than the estimate.

How to streamline the filing of annual returns

In Singapore, filing annual returns include drafting financial statements, scheduling and holding annual general meetings, and submitting the proper filings to both ACRA and IRAS within the allotted timeframes.

A company’s failure to achieve any of the requirements might result in harsh penalties. That is why most Singapore companies are advised to enlist the help of a licensed corporate service provider who can guide them through each stage of the annual filing process and guarantee that they are in compliance with Singapore regulations.

Final words

For small businesses, filing annual returns can be a pressured task. However, the job gets easier and with a thorough preparation process prior to filing. If you require professional help submitting your annual returns, you can always rely on our company secretarial services which will always be available to fulfill your requests.

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