Annual Return (AR) filing with ACRA: Frequently asked questions

Filing an annual return with ACRA is a mandatory yearly obligation for every Singapore company, due within seven months of the financial year end for most non-listed companies. This article answers the questions directors and company secretaries most often ask about deadlines, fees, financial statements and late filing consequences.

What is the annual return, and why does it matter?

The annual return (AR) is a statutory filing lodged with the Accounting and Corporate Regulatory Authority (ACRA) through BizFile+. Section 197 of the Companies Act 1967 requires every company to file an annual return confirming that its registered particulars, such as the registered office, directors, company secretary, shareholders and share capital, are accurate and up to date. It is a snapshot of the company as at the date of filing, not a report of income or expenses. Financial statements or, where permitted, a solvency declaration must ordinarily accompany the filing.

The annual return is separate from and additional to corporate tax filing with the Inland Revenue Authority of Singapore (IRAS). Filing the annual return does not discharge a company’s obligation to submit its Estimated Chargeable Income or Form C-S/C to IRAS, and vice versa. Directors sometimes assume that a completed annual return means their compliance is fully sorted for the year; it is only one part of the calendar, alongside the Annual General Meeting cycle and tax filings.

Who needs to file an annual return?

Every company incorporated in Singapore under the Companies Act 1967 must file an annual return each year, for as long as the company remains registered as “live” with ACRA. This applies regardless of whether the company is trading, dormant, or has been granted a tax waiver by IRAS. Dormant companies and companies with no transactions during the year are not excused from the annual return obligation, though they may qualify for simplified financial reporting.

The requirement applies uniformly to private companies limited by shares, exempt private companies (EPCs), and public companies, though the specific deadline and the financial statement requirements differ by company type and structure, as set out below.

Newly incorporated companies and companies changing their financial year end

A newly incorporated company is not required to file its first annual return immediately; the clock only starts running from its first financial year end, which the directors set (subject to ACRA’s rules on the maximum length of a first financial year, generally not exceeding 18 months from incorporation unless approval is obtained). Directors of newly incorporated companies sometimes miss the first annual return deadline simply because no reminder has yet been generated by their internal calendar; it is worth diarising the deadline as soon as the first FYE is fixed, rather than waiting for a notice.

A company that wants to change its financial year end must apply to ACRA before the current annual return filing deadline lapses. Once the deadline for the existing FYE has passed, ACRA will not approve a retrospective change, which means the company remains bound to file against the original FYE and any late lodgement penalty will still apply if the filing is overdue.

When is the annual return due? Filing deadlines explained

The filing deadline is calculated from the company’s financial year end (FYE) and depends on whether the company is listed and whether it has a share capital combined with an overseas branch register. As at the most recent ACRA guidance, the deadlines are:

• Listed companies: within five months after FYE
• Listed companies with a share capital and an overseas branch register: within six months after FYE
• Non-listed companies (this covers the great majority of Singapore private limited companies): within seven months after FYE
• Non-listed companies with a share capital and an overseas branch register: within eight months after FYE

For a typical Singapore private company with a financial year ending 31 December, the annual return is due by 31 July of the following year. The deadline is fixed to the FYE and cannot be extended simply by changing the financial year end after the deadline has already passed; ACRA does not permit a retrospective FYE change once a company is already overdue on its filing.

Where a company holds an Annual General Meeting (AGM), the annual return must generally be filed within a set window following the AGM, and the AGM itself must be held within the same broad timeframe as the annual return deadline. Many private companies now dispense with holding a physical AGM altogether, relying instead on the private company AGM exemption route, provided shareholders have not requisitioned one. Where the company still holds AGMs, descriptive guidance is available from ACRA on how the AGM and annual return deadlines interact for the company’s specific structure. Section 175A of the Companies Act 1967 sets out the private company AGM dispensation route, under which a private company is not required to hold an AGM unless a member requests one in writing within the prescribed period after the financial statements are sent out. This provision, introduced to reduce compliance burden for smaller private companies, works alongside the annual return timeline rather than replacing it: the annual return must still be filed on time even where no AGM is held.

What financial statements must accompany the annual return?

The financial statements required depend on the company’s size and structure:

• Full financial statements (audited): required for companies that do not qualify as “small companies,” meaning they exceed at least two of the three small company thresholds (annual revenue above S$10 million, total assets above S$10 million, or more than 50 employees).
• Unaudited financial statements: small companies meeting at least two of the three thresholds below the limits above are exempt from statutory audit and may prepare unaudited financial statements for the annual return.
• Solvency declaration in lieu of financial statements: an exempt private company (a private company with no more than 20 shareholders, none of which is itself a corporation) that also qualifies as a small company and whose revenue does not exceed S$5 million may, in some circumstances, file a director-signed solvency declaration instead of full financial statements with the annual return. This concession does not remove the separate obligation to prepare proper accounting records and financial statements for tax purposes.

Companies that are required to file financial statements (other than those relying on the solvency declaration route) must generally submit the financial data in XBRL format via BizFile+, using either the full or simplified template depending on the company’s filing profile.

How much does it cost, and what happens if you’re late? Fees and timeline at a glance

ACRA charges a lodgement fee for the annual return, and a separate late lodgement penalty applies if the filing is overdue. Based on the fee schedule that has applied to annual return lodgements:

These late lodgement penalty tiers have applied to annual returns with due dates from 14 January 2022 onward and remain the applicable structure. Beyond the monetary penalty, a company that fails to file its annual return by the due date, and its directors and officers in default, may be liable to a fine under the Companies Act 1967, and ACRA may pursue further enforcement action, including striking the company off the register, for persistent non-compliance.

The standard lodgement fee itself is scaled to the company’s paid-up share capital, a structure that has applied consistently to annual return filings:

These figures are paid at the point of lodgement on BizFile+ and are in addition to, not instead of, any late lodgement penalty that applies once the filing is overdue.

Step-by-step: how to file the annual return on BizFile+

1. Confirm the company’s financial year end and calculate the applicable deadline (5, 6, 7 or 8 months after FYE, depending on listing status and structure).
2. Hold the AGM if required, or confirm the private company AGM exemption applies and that no shareholder has requisitioned a meeting.
3. Prepare and finalise the financial statements, or the solvency declaration if the exempt private company concession applies.
4. Log in to BizFile+ using Singpass or CorpPass, and select the annual return filing transaction for the company.
5. Review and confirm the company’s registered particulars: registered office, directors, company secretary, shareholders and share capital.
6. Upload the financial data in XBRL format, or select the solvency declaration option if applicable.
7. Pay the prescribed filing fee, then submit the annual return.
8. Retain the acknowledgement of filing, and diarise the next year’s deadline immediately.

Common mistakes and gotchas directors should avoid

• Confusing the annual return with the tax return. Filing the annual return with ACRA does not satisfy the separate obligation to file with IRAS. Both must be completed on their own timelines.
• Assuming dormant companies are exempt. A company with no transactions during the year is still required to file an annual return for as long as it remains live on the register.
• Leaving registered particulars stale. Directors’ addresses, the company secretary’s appointment, and the shareholder register should all be checked and, where necessary, updated in BizFile+ before the annual return is lodged, not after.
• Missing the exempt private company revenue threshold. Companies that grow past the small company or EPC revenue thresholds during the year may no longer qualify for the solvency declaration or audit exemption route they used previously, and should reassess each financial year.
• Trying to change the financial year end after the deadline has passed. ACRA will not permit a retrospective FYE change once the annual return filing deadline for the existing FYE has already lapsed.
• Not budgeting for the late lodgement penalty. The penalty is applied automatically at the point of late lodgement on BizFile+, in addition to the standard filing fee; it is not something that can be waived simply by explaining the delay.

FAQs

Does a dormant company still need to file an annual return?
Yes. All companies registered in Singapore must file an annual return each year for as long as they remain “live” on the register, whether or not they are trading, and even if IRAS has granted a tax waiver.

Is the annual return the same as filing corporate tax?
No. The annual return is a filing with ACRA confirming the company’s registered particulars and, where required, its financial statements. Corporate tax filing is a separate obligation to IRAS and follows its own due dates.

What happens if the annual return is filed late?
A late lodgement penalty applies automatically on BizFile+: S$300 if filed within three months of the due date, rising to S$600 if filed more than three months late. Persistent non-filing can lead to further enforcement action against the company and its directors.

Can a small company skip preparing financial statements entirely?
Only in limited circumstances. An exempt private company that also meets the small company criteria and revenue threshold may file a director-signed solvency declaration instead of financial statements with the annual return, but proper accounting records and financial statements are still generally needed for tax purposes.

Who typically handles the annual return filing for a Singapore company?
In practice, the company secretary usually manages the annual return filing, since Section 197 sits alongside the company secretary’s broader statutory duties under the Companies Act 1967, including maintaining registers and coordinating the AGM cycle where one is still held.

Does a company need to change its financial year end before or after the annual return deadline?
Any application to change the financial year end must be made to ACRA before the annual return filing deadline for the existing financial year end has passed. Once that deadline lapses, a retrospective change is not permitted.

Do overseas branch registers change the filing deadline?
Yes. Companies with a share capital and an overseas branch register are given a longer window, six months after FYE for listed companies and eight months after FYE for non-listed companies, compared with the standard five and seven month deadlines.

Related guides

For the mechanics of dispensing with, or holding, the Annual General Meeting that often precedes the annual return filing, see our companion FAQ on Annual General Meeting (AGM): dispensing, EOT, virtual. For the company secretary’s broader statutory responsibilities that surround annual return compliance, see Company Secretary statutory duties under the Companies Act. Companies that need to lodge a related BizFile+ transaction alongside their annual return, such as notifying a share allotment made during the year, can refer to Raffles Corporate Services’ guide on filing a return of allotment of shares in Singapore. For companies that also employ foreign staff and need to keep work pass compliance in step with their corporate filings, Singapore Employment Agency’s resource hub covers employment pass and work permit obligations.

Need help with this? Call, SMS or WhatsApp +65 8501 7133, or email [email protected]. Raffles Corporate Services works with a panel of corporate and employment law firms; this article is general information, not legal advice.