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Filing Requirements to ACRA and IRAS: What All SG Companies Need To Know

Every year, companies registered in Singapore are required to file their annual returns and tax returns to two government agencies – the Accounting Corporate Regulatory Authority (ACRA) and Inland Revenue Authority of Singapore (IRAS).

The filing requirements are based on the company’s financial year. In fact, different types of companies have certain filing requirements.

As business owners, it is important to take note of the filing obligations and comply with Singapore law. Understanding these filing requirements helps you to plan effectively to ensure that your company does not submit late which may result in fines and penalties.

If you are an entrepreneur of a newly-formed company, you might be wondering what kind of documents are required during filing.

In this article, we break it down into two main sections: ACRA and IRAS. Under these sections, we will share with you the overview of filing requirements and the list of documents to submit.

How To Be Compliant with ACRA

There are 3 things you need to do to meet your obligations as a company to ACRA. First, submit an annual return. Secondly, hold an Annual General Meeting. There are exceptions to these, of course, so read on for more information and how to prepare for these two things.

What Is an Annual Return?

Annual Return Formula

Annual return is an electronic form that has to be submitted to ACRA annually. It comprises the following important particulars:

  1. Directors
  2. Secretary
  3. Members
  4. Financial year-end for the  financial statements to be reported to, and lodged (if needed to)
  5. Business activities and registered office address
  6. Share capital

The purpose of an annual return is to provide critical information to your company stakeholders so that they can make informed decisions in the coming financial year. You are required to file an Annual Return within 7 months of the financial year-end, and after you have held your Annual General Meeting (AGM).

What Is an Annual General Meeting (AGM)?

What Is an Annual General Meeting (AGM)

Annual General Meeting (AGM) is a place where companies present their financial report to their shareholders. During the meeting, members are allowed to ask any questions relating to the financial standings of the company. On the other hand, the company may use this opportunity to address any concerns raised by the members.

All Singapore companies are required to hold an AGM. If you have just formed a new company, you will need to hold your first AGM within 6 months of your financial year-end.

For non-listed companies with a financial year ending after 31 August 2018, do bear in mind that your financial statement has to be dated not more than 6 months before the AGM. For listed companies, the date of your financial statement has to be not more than 4 months before the AGM.

Springs Motoring Pte Ltd is an SME with a financial year ending on 31 December 2020. They usually hold their AGM in mid-June. As they are planning to hold their AGM on 15 June 2021, their financial statement must be ready by 15 June 2021 with the consent of shareholders obtained.

Exemptions from holding an AGM

Although all companies must hold an AGM, there are exemptions for some companies. For dormant relevant companies (i.e. not a listed company nor a subsidiary of a listed company) with total assets of less than or equal to S$500,000 (consolidated value if it is an ultimate parent company), you are exempted from preparing financial statements and therefore do not need to hold an AGM.

Despite its exemption, you are still required to submit the details during your filing of the company's annual return.  

Likewise, a private company does not need to hold a physical AGM if all the members pass the AGM resolutions via written means. The written resolution can be performed through hardcopies or softcopies as agreed by all members.  

What are the documents required?

  1. Financial Statements

All Singapore companies are required to prepare their financial statements for annual return purposes, except for those dormant relevant companies. The financial statements must be prepared according to the Financial Reporting Standards of Singapore (FRSS). The documents consist of:

  • Profits and Loss Account
  • Balance Sheet
  • Cash Flow Statement
  • Statement of Changes in Equity
  • Notes to the financial statements (Accounting methods applied in the preparation of the financial statements)

If your company is an Exempt Private Company (i.e. not more than 20 shareholders and none of anyone of them is a corporation) and solvent, you are exempted from lodging your financial statements with ACRA. Otherwise, your financial statements must be lodged with ACRA in XBRL format in the Annual Return itself.

  1. Audited statements

When the financial statements are ready, your company will get these financial statements audited by independent auditors.

You are required to have your financial statements audited if your company meets any 2 of the following 3 criteria:

  • Your total revenue exceeds S$10 million
  • Your total assets have amounted to more than S$10 million
  • You have more than 50 employees

However, your company is qualified for audit exemption if you meet any 2 of the following 3 criteria where you are then considered and put in the category of a small company:

  • Total revenue is less than S$10 million
  • Total assets are less than S$10 million
  • Less than 50 employees

If your small company is part of a group, you will be assessed as a whole (consolidated basis).

Pebble Café is a subsidiary of a wholesale food company. Its parent company sells imported food products around the Asia Pacific region. Though Pebble Café does not have more than $2 million in revenue and has less than 30 employees, this subsidiary company will be assessed based on a consolidated group, rather than as a separate entity.

What kind of format do I need to file for my financial statements?

You are required to file your company’s financial statements in XBRL format. Once you have formatted your documents to XBRL, you may upload your file to the BizFin server.

Do take note that ACRA has recently revised the filing requirements and data elements in XBRL format for companies. It is important to keep yourself up to date with the revised requirements so that you do not submit the incorrect file format. You may refer here for more information.

What is the deadline for filing my Annual Return?

There are two deadlines for filing an Annual Return, and it depends on your company’s financial year.

For the financial year that is ending before 31 August 2018, you will need to file your annual returns within 30 days after your AGM is held.

For the financial year that is ending after 31 August 2018, you will need to file your annual returns within 5 months (for listed companies) or 7 months (non-listed companies) after the financial year-end, and only after your AGM is held.

Kinetics Pte Ltd supplies dancing materials to schools in Singapore and the Asia Pacific region. Their financial year is 31 July 2018 (which is before 31 August 2018), they have decided to hold its AGM on 30 January 2019. Before 15 January 2019, the financial statements have to be ready and signed off by the company directors for the AGM to be held on 30 January 2019, and thereafter, the Annual Return is required to be lodged by 1 March 2020 (which is within 30 days after the AGM).

Wakin Pte Ltd is a growing IT start-up company. Their financial year is 31 December 2018 (which is after 31 August 2018). They decided to hold its AGM on 30 June 2019. As it is a non-listed company after its AGM is held, they just need to ensure the Annual Return is submitted or lodged, latest by 31 July 2019 which means the Annual Return is lodged within the 7 months time frame.

How To Be Compliant with ACRA

To be compliant with ACRA, you need to take note of submitting your Estimated Chargeable Income, and your Corporate Income Tax. Take note of if you can be exempted and when the deadlines are for these.

Estimated Chargeable Income (ECI)

Corporate Income Tax Filing Process Scheme

Estimated Chargeable Income refers to the estimated income of the company’s taxable income (after deducting taxable-allowed expenses) in the Year of Assessment (YA). All companies, including newly-formed companies, are required to file ECI within 3 months from the end of the financial year. Do bear in mind that with the effect of January 2017, you will need to fill in your company’s revenue in ECI.

For newly-formed companies, you will need to submit ECI within 3 months from your company’s first financial year.

Cindy starts a bakery business in March 2019. She closes her first set of accounts on 31 December 2019. In this case, she will not receive a notification about filing the ECI. However, she is still required to file the ECI within 3 months of her first year of incorporation (i.e by 31 March 2020).

So what about companies that close their set of accounts in the following year?

Audrey starts her artisanal chocolate business in June 2019. She closes her set of accounts on 31 December 2020. In this case, she will receive a filing notification from IRAS about ECI on 31 December 2020. In this example, she will have to file her ECI by 31 March 2021.

On the other hand, your company is exempted from filing ECI if your company’s revenue does not exceed more than S$5 million for the financial year and ECI is NIL for the particular YA.

Corporate Income Tax

Corporate Income Tax Filing Process Scheme

All companies in Singapore must file their Corporate Income Tax Return (Form C-S/C) to IRAS every year.

You might be wondering what exactly is Form C-S/C? And is there a difference between these forms?

Now, there are two types of income tax forms: Form C-S and Form C. Despite the difference in name, both Form C-S and Form C are declaration forms to report their actual income for the financial year. Companies are advised to ensure that the income reported is accurate and completed.

Even if your company is making a loss, you will still need to file C-S/C.

What is the deadline to file my annual tax returns?

All companies must file their annual tax return with IRAS by 30 November of the year of assessment (YA). Singapore companies use the preceding year basis for taxation. This means, if your company earns S$500,000 in the financial year of 2020, this amount will be taxed in 2021.

What if I do not comply with the filing requirements?

As a business owner, it’s easy to neglect to file annual returns and annual tax returns or even keeping a proper record for that matter. But there are consequences if your company is found not in compliance with filing the necessary documents.

ACRA has recently revised the penalty framework for non-compliance in filing the annual returns, which will take effect from 30 April 2021. Companies that do not file their annual returns within 3 months after the filing deadline will receive a penalty of S$300. If the company does not file more than 3 months after the filing deadlines, it will receive a penalty of S$600.

Likewise, IRAS will issue an estimated Notice of Assessment (NOA) if you do not file your annual tax returns before the given deadline. This estimated Notice of Assessment might be higher than your actual income. After receiving NOA, you are required to pay the estimated tax within 1 month. In extreme cases, if your company fails to comply, IRAS might take legal action against your company.

We understand that there is simply too much paperwork to handle during the tax season. With the authorities taking this submission seriously, you do not want to be involved in any form of legal action or paying a penalty. So it’s important to keep a proper record and comply with the authorities. You may engage our experienced secretary services to help with the filing of your annual returns and annual tax returns so that you can just focus on the running of your business.

Can I apply for a filing extension?

No. Previously, IRAS extended the filing of Form C-S/C of the 15 December deadline. But with the effect of 2021, this extension will no longer be applicable. Starting from the Year of Assessment 2021, all companies have to file their Form C-S/C by 30 November 2021.

Key Takeaways

  1. An annual return is an electronic form, which all Singapore companies are required to submit to ACRA annually. It contains relevant and important information such as the director’s name, appointed secretary, members and date of financial statements.  
  2. All Singapore companies must hold an AGM. For newly-formed companies, you must hold an AGM within 18 months after incorporation. The purpose of an AGM is to present the financial standings of your company to the shareholders.
  3. You have to submit your financial statements when you file your annual return to ACRA. The format to file your financial statements should be in XBRL.
  4. All Singapore companies, including newly-formed companies, are required to file ECI within 3 months from the financial year.
  5. Filing of Corporate Income Tax annually is mandatory for all companies. The forms, C-S/C, are a declaration form to report your actual income. The deadline to file ECI is 3 months after the company’s Financial Year End. There is no extension for this deadline.
  6. The deadline for filing annual tax returns is 30 November of the Year of Assessment (YA).
  7. ACRA and IRAS take non-compliance seriously. If the company files their annual return 3 months after the deadline, the penalty will be S$300. If it exceeds more than 3 months after the deadline, the penalty will be S$600.
  8. IRAS will issue a Notice of Assessment (NOA) if you do not file your annual tax returns before the deadline. And you must pay the estimated tax within 1 month.

Need Help To Be a Compliant Company?

Tip

Make the day-to-day running of your company easier with a company secretary and accountants on your side, available to chat with you on the cloud. With our certified secretaries with years of experience, you’ll be able to figure out what documents you need and be reminded of when deadlines are.

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