Annual Filing Requirements for Singapore Companies（1）

15-04-2015 CO-EASY BIZSERVICE

 

 

 

 

 

 

 

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.

 

Annual General Meeting (AGM) / Filing of Annual Returns (AR)

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

 

Requirement for Filing Accounts

Where an AGM is held, directors of the company are required to lay before the shareholders, the relevant documents such as the company’s annual financial statements compiled in accordance with the Financial Reporting Standards of Singapore which must consists of:

• Report of Directors & Statement by Directors

• Independent Auditors’ Report (if required)

• Balance Sheet

• Profit and Loss Statement

• Statement of Changes in Equity

• Cash flow Statement

• Corresponding Notes to Financial Statements

Note: Section 201 of the Companies Act states that the financial statement must not be more than 6 months old from the date of the AGM.

 

Filing Directors Reports/Audited Accounts:

A company is not required to prepare an audited report if

• The sales turnover does not exceed the $5 million

• It has not more than 20 shareholders

• It does not have a corporate shareholder at any point in time for the particular financial year

The company which meets with the above requirements can prepare an unaudited report which is commonly known as directors’ report.

Audited reports must be prepared if the Company has

• a corporate shareholder

• Sales turnover exceed S$5 million

• has more than 20 shareholders

Note: A company is considered dormant during a period in which no accounting transaction occurs. Dormant companies can be exempted from preparing audit reports, but will still be required to prepare unaudited report.