Your Step-by-Step Guide to Annual Return Filing
- Modified: 18 October 2024
- 10 min read
- Grow Your Business
Gabi Bellairs-Lombard
Business Writer
Gabi's passionate about creating content that inspires. Her work history lies in writing compelling website copy and content, and now specialises in product marketing copy. When writing content, Gabi's priority is ensuring that the words impact the readers. As the voice of Osome's products and features, Gabi makes complex business finance and accounting topics easy to understand for small business owners.
Meeting the annual return filing deadline is critical for every local company in Singapore.
This guide cuts through the confusion and provides a clear, concise roadmap to ensure your company complies with Singapore’s statutory regulations on time. Learn the exact steps, documents required, and key dates to stay compliant with the Accounting and Corporate Regulatory Authority and the Inland Revenue Authority of Singapore, without the last-minute rush.
Key Takeaways
- Annual return filing in Singapore is a legal requirement for companies to maintain updated information with the Accounting and Corporate Regulatory Authority and the Inland Revenue Authority of Singapore, which is crucial for transparency and avoiding penalties.
- Key components of an annual return include up-to-date company details, submission of financial statements and accurate particulars of company officers, all of which contribute to providing a clear picture of the company’s financial health and governance.
- The annual returns filing process for Singapore-incorporated companies entails meeting specific timelines such as filing within 7 months after the FYE, holding AGMs (Annual General Meeting) or opting for written resolutions and adhering to tax filing obligations with IRAS, with the possibility of seeking professional assistance to ensure compliance.
What Is Annual Return Filing?
Annual return filing is a legal obligation for Singapore-incorporated companies to keep their information current with the Accounting and Corporate Regulatory Authority (ACRA), thereby ensuring stakeholders are informed about the company’s composition, business activity and financial health. The process involves several stages, from the preparation and submission of accounting and financial statements to holding the company's annual general meeting. It’s not just about ticking boxes; it’s about demonstrating your company’s commitment to transparency and good governance.
Failure to file your annual returns by the required date can lead to enforcement actions against your executive officers. Therefore, it’s crucial to understand the annual filing requirements and adhere to them. But don’t fret; we’re here to guide you through this journey, one step at a time.
Let us help you navigate the annual return filing process efficiently and effectively. Contact us today to ensure your company remains in good standing with ACRA!
The role of ACRA
Firstly, let’s take a moment to understand the role of ACRA in this process. ACRA is the governing body responsible for ensuring compliance with the Companies Act in Singapore. They oversee the annual filing process, ensuring that all locally incorporated companies adhere to the regulations and file annual returns timely. Failure to comply with these requirements can result in enforcement actions against the executive officers.
Therefore, understanding ACRA’s role is the first step toward successful annual returns filing.
The role of IRAS
Next in line is the Inland Revenue Authority of Singapore (IRAS). IRAS is responsible for the assessment and collection of corporate income tax in Singapore, ensuring companies meet their tax obligations. It requires companies to:
- File two corporate income tax returns annually: the Estimated Chargeable Income (ECI) and the Form C-S/Form C-S (Lite)/Form C
- File the ECI within three months from the ending date of a company’s financial year
- File the actual income tax return by November 30 each year
These filings have to be done within strict adherence to each date to avoid penalties.
Having a clear understanding of IRAS’s role is crucial in navigating your return filing journey.
Key Components of an Annual Return
Now that we’ve understood the roles of ACRA and IRAS let’s delve into the key components of an annual return. At its core, an annual return is about providing accurate, up-to-date information about your company to the relevant authorities. It requires the local or foreign company to file accounting and financial statements such as the balance sheet, income statement, and cash flow statement by a stipulated date. These financial statements offer an overview of the company’s financial status, providing insights into its profitability, liquidity, and financial stability.
In addition to financial statements, an annual return also includes your company’s shares details.
Your company's shares details will include the number of shares held, issued share capital, and the paid-up share capital. Let us briefly look at each of these terms:
- Number of shares held– The number of shares held refers to the total number of shares that each shareholder owns in a company.
- Issued share capital– This is the total value of shares that a company has issued (sold) to shareholders. It is calculated by multiplying the number of shares issued by their nominal (or par) value.
- Paid-up share capital– This refers to the portion of the issued share capital that has been fully paid for by the shareholders. If a company issues shares at a certain price and the shareholders pay this amount in full, those shares are considered "fully paid." In actual terms, paid-up share capital represents the actual funds received by the company from members in exchange for shares.
These financial particulars about your company (whether it's a local or a foreign company) are crucial in providing a complete picture of its financial health.
Another crucial component is the Management Discussion and Analysis (MD&A) of a business. This is a section of your annual report or quarterly filing where the management submit a narrative explanation of the accounting and financial statements to the company's stakeholders. It offers the management's perspective on the company's financial performance, condition, and particulars of future prospects.
Company details verification
One of the key components of an annual return is the verification of the company's information. This involves a company details confirm process, ensuring the accuracy of your company’s information with ACRA, such as business activities, registered office address, and share capital. The importance of this process cannot be overstated.
Having accurate and up-to-date company details on ACRA’s register is a legal requirement and it also helps the company's stakeholders make informed decisions about your company.
File financial statements
Another critical aspect of an annual return is to file financial statements in each calendar year. Your company's financial statements provide a comprehensive overview of your company’s financial standing and include financial information such as:
- Equity
- Assets
- Liabilities
- Financial performance
- Changes in cash flow
However, it’s important to note that certain exemptions, depending on the company type and your business activities, apply when you file financial statements.
For instance, companies with no more than 20 shareholders and no corporate shareholders may not be required to file financial statements.
Particulars of company officers
The annual return must also include the particulars of your company officers. This includes their details, such as:
- Full name
- Nationality
- Contact information
- Residential address
It’s crucial to ensure that these details are accurate and up-to-date, as they form part of the official records on the ACRA register.
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Keep your Singapore business on track with our comprehensive annual return filing services. From preparing financial statements to conducting your company's AGM, we've got you covered.
By When and How Is a Company Required To File the Annual Return?
So, by when is a business required to file its annual returns in any given calendar year?
The date your business is required to file the Annual Return is anytime within 7 months after the fiscal year-end (FYE) orwithin a month after the shareholders sign the resolution approving the company financial statements. It’s essential to adhere to these deadlines, as late lodgment of Annual Returns can lead to penalties being imposed by ACRA on your company.
Now, let’s turn our attention to the ‘how.’ Return filing requirements can be quite complex, especially for businesses that are filing for the first time. But don’t worry, we’ve broken down the particulars for you.
Timelines
The filing deadlines for the Annual Return depend on your company’s Financial Year End (FYE). Typically, you’re required to lodge the return within 7 months after the FYE for most companies. However, there are some exceptions, depending on the company type; listed companies must file their Annual Returns within 5 months after their FYE, while unlisted companies have 7 months. Having a clear understanding of these timelines is crucial to ensure timely filing and avoid penalties.
Online declaration/filing via BizFile
The annual filing process has been simplified with the introduction of BizFile+, an online declaration and filing system operated by ACRA. You can lodge this online declaration of your Annual Return electronically through BizFile+, including details such as director names, members and the financial statement date.
This makes the process more efficient and less time-consuming, allowing you to focus on other important aspects of your business.
Navigating a Company's Annual General Meeting AGM
Now, let’s explore another integral part of the return filing process - the company’s Annual General Meeting (AGM). As per the Companies Act, all Singapore incorporated companies are required to hold an AGM, where important decisions are made and the financial statements are approved by the company's stakeholders.
However, organising an AGM can be a complex task, with several requirements, timelines, and potential penalties for non-compliance. But don’t worry! We’re here to guide you through it.
Holding AGMs – all requirements
Under Section 175 of Singapore’s Companies Act, companies are required to conduct an AGM. Your company must submit the date of its AGM along with its annual return. If a company convenes an AGM upon a member’s request, a ‘Notification of AGM’ must be filed through BizFile+. However,
Navigating these requirements can be challenging, but understanding them is crucial to ensure compliance.
Exemptions from holding AGMs
Private companies may be exempt from holding an Annual General Meeting (AGM) under certain conditions (Section 175A of the Companies Act). These exemptions apply if all members pass a resolution to forgo AGMs, if the company circulates its financial statements to members within five months following the financial year-end, or if the entity qualifies as a private dormant relevant company exempt from preparing financial statements. Such provisions offer companies greater flexibility in managing corporate governance while adhering to statutory requirements.
Annual general meeting, AGM timelines and penalties
The timelines for holding an AGM depend on your company’s financial year-end. For instance, Singapore private limited companies with a financial year ending before August 31, must hold their first AGM within 18 months of incorporation, and subsequent AGMs can be no more than 15 months apart.
Late lodgment penalties are issued for overdue filing of Annual Returns, with the possibility of further enforcement actions by ACRA.
Written resolutions as an alternative to the AGM
Did you know that written resolutions can serve as an alternative to AGMs?
According to the Companies Act, private companies in Singapore may opt for this route if all voting shareholders agree on dispensing with AGMs through written resolutions. However, incorporated companies are required to ensure that AGM-related matters, such as the distribution of all the documents, signed financial statements and resolutions, are handled within six months of the financial year-end date.
Need help with this process? Osome’s fast and hassle-free company incorporation services make compliance a breeze, giving you more time to focus on growing your business.
Tax Filing Obligations with IRAS
Beyond annual returns and AGMs, there’s another crucial part of the compliance puzzle - tax filing. A business operating in Singapore is mandated to submit a corporate income tax return if its income exceeds $22,000 or if they have income derived from Singapore as non-residents. Each business in Singapore is required to annually submit Estimated Chargeable Income (ECI) and a formal income tax return using either Form C-S, Form C-S (Lite), or Form C to IRAS.
Knowing your tax filing obligations is crucial to ensuring smooth sailing in your annual returns filing journey.
Filing ECI
Filing Estimated Chargeable Income (ECI) is a critical part of your tax filing obligations. The date to file ECI in Singapore is within three months after the end of their financial year. However, a waiver for ECI filing is available for companies with an annual revenue of $5 million or below, provided they have a nil ECI for the Year of Assessment.
But remember, even if you qualify for a waiver, you’re still required to file a formal income tax return.
Corporate income tax return forms
Depending on the company type, there are different types of corporate income tax return forms, including Form C-S, Form C-S (Lite), and Form C. The form to be used depends on your company’s category.
For the 2024 Year of Assessment, companies are granted a Corporate Income Tax Rebate of 50%, capped at a maximum of $40,000. The computation of the tax rebate is done automatically by the tax authority, based on the corporate income tax return forms that your company submits.
Seeking Professional Assistance
With so many complexities involved in the process, it’s understandable to feel overwhelmed. But don’t worry, there’s help at hand. Hiring professional assistance, such as a registered filing agent or company secretary, can help streamline compliance for businesses and ensure accuracy in the return filing process.
Professional assistance not only simplifies the process but also helps you avoid the risk of penalties due to missing a filing date or non-compliance. Let’s take a closer look at how hiring professionals can benefit your business.
Benefits of hiring a registered filing agent
A registered filing agent provides a host of benefits, including:
- Streamlining compliance with Singapore’s business regulations
- Making the process of meeting statutory requirements more manageable\
- Allowing business owners to focus on other aspects of their company
- Providing transparent service rates that can potentially reduce costs
Most importantly, they can help ensure that companies adhere to compliance requirements, reducing the risk of missing a file date and incurring penalties.
Expert company secretarial services
Let our experienced team handle your company secretarial tasks with precision and professionalism. From annual filings to corporate governance, we'll keep your company compliant and running smoothly.
Choosing the right company secretary
Choosing the right company secretary is another important decision that can affect your annual returns filing process. A company secretary handles important administrative tasks such as maintaining statutory registers, filing annual returns, and organising board meetings. They ensure that your company operates within the bounds of the law, helping to avoid penalties and legal risks.
By outsourcing corporate secretarial services to a local company, business owners can focus on their core activities, all while remaining compliant with legal and regulatory requirements.
Summary
In conclusion, the filing of annual returns is a multi-faceted process, encompassing a range of activities from verifying company details to submitting financial statements, holding AGMs, and fulfilling tax obligations. Navigating this process may seem daunting, but with a clear understanding of the documents involved, requirements, timelines and the help of professionals, it becomes a manageable task. The journey to compliance might be complex, but remember, it’s a journey that leads to transparency, good governance, and ultimately, the success of your business.
You could also make the day-to-day running of your company easier with a company secretary and accounting services from Osome.
Access our dedicated and expert support and services for your your business and do away with the hassle of managing routine tasks. Whether you need to file financial statements, keep track of tax deadlines, file documents and taxes or stay compliant-our services encompass it all. With offices in Singapore, Hong Kong and the UK, we are more than capable of meeting the accounting and corporate regulatory needs of a foreign company or local company in Singapore.
FAQ
What is the fees for filing Annual Returns?
The fees for filing the Annual Return is S$60. If you hire the services of an external company such as Osome, they will also charge you for the services provided.
How soon after the FYE should Singapore companies file their Annual Return?
Singapore companies should file their Annual Return within 7 months after the FYE, or within a month after the shareholders sign the resolution approving the financial statements.
Can a company file the Annual Return online?
Yes, a company can file the Annual Return online through BizFile+.
What happens if a company fails to file the Annual Return on time?
If a company fails to file the Annual Return on time, ACRA will impose a late lodgement fee of S$300. It is important to adhere to filing deadlines to avoid penalties.
Is a dormant company required to file the Annual Return?
Yes, dormant companies in Singapore are still required to file the Annual Return with the Accounting and Corporate Regulatory Authority (ACRA). However, the requirements for dormant companies are less stringent compared to active companies.
Does a foreign company need to file annual returns in Singapore?
Yes, foreign companies in Singapore are also required to file annual returns.
Do all companies need to submit financial documents along with their annual return?
No, not all companies are required to submit financial statements with their annual returns. Exempt private companies (EPCs) with no more than 20 shareholders and no corporate ownership are exempt from this requirement if they are solvent and have an annual turnover of less than S$10 million. In such cases, directors only need to submit a solvency declaration. However, insolvent companies or those exceeding the turnover threshold must file financial statements in XBRL format.
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