For every company incorporated in Singapore, filing an Annual Return (AR) with the Accounting and Corporate Regulatory Authority (ACRA) is a mandatory compliance requirement. This process ensures that your company’s information held by ACRA remains current and accessible, promoting corporate transparency. Failing to file on time can lead to penalties and potential legal consequences for the company and its directors.

This guide provides a step-by-step walkthrough of the AR filing process in Singapore.

What is an Annual Return (AR)?

An Annual Return is an electronic document submitted yearly via ACRA’s BizFile+ portal. It contains essential details about the company, including its registered office address, particulars of directors, secretary, and shareholders, share capital structure, and often, its financial statements.

The legal requirement for filing AR is stipulated under Section 197 of the Companies Act 1967 (“Companies Act”). It serves as an annual health check and update mechanism for the company’s statutory information on public record.

Who Needs to File and By When?

All Singapore-incorporated companies, whether active or dormant, must file an AR. The deadlines are linked to the company’s Financial Year End (FYE):

  • Listed Companies: Must file their AR within 5 months after their FYE.
  • All Other Companies (including Private Companies): Must file their AR within 7 months after their FYE.

These deadlines are also connected to the requirement to hold an Annual General Meeting (AGM). Under Section 175 Companies Act, companies must generally hold an AGM within 4 months (for listed) or 6 months (for others) after their FYE, where financial statements are presented. However, private companies can be exempt from holding AGMs under specific conditions outlined in Section 175A Companies Act (e.g., if they circulate financial statements within 5 months post-FYE or are certain dormant companies). Even if exempt from holding an AGM, the AR filing deadlines still apply.

Preparing for Your AR Filing: Information Needed

Before starting the filing process on BizFile+, gather the following information:

  • Company Unique Entity Number (UEN) and Name.
  • Registered Office Address (ensure it’s up-to-date).
  • Financial Year End (FYE) date.
  • Date the AGM was held. If the company dispensed with or is exempt from holding an AGM, you’ll need the date the financial statements were sent to members.
  • Particulars of Company Officers (Directors, Secretary) and Shareholders (usually pre-filled for verification).
  • Details of Share Capital and Shares.
  • Financial Statements (FS), prepared in accordance with Section 201 Companies Act, potentially in XBRL format (see below).

Financial Statement Requirements for AR Filing

Generally, companies must file their financial statements (FS) along with their AR.

  • XBRL Format: Most companies required to file FS must do so in eXtensible Business Reporting Language (XBRL) format. ACRA specifies different XBRL templates (e.g., Full XBRL, Simplified XBRL) depending on the company’s size and type. ACRA provides the BizFinx tool to help prepare FS in XBRL format.
  • Exemptions:
    • Solvent Exempt Private Companies (EPCs): Are exempt from filing FS but must make an online declaration of solvency. (An EPC is generally a private company with 20 or fewer members, none of whom are corporations).
    • Dormant Relevant Companies: Companies that have been dormant since formation or since the previous FYE may also be exempt from preparing and filing FS under specific conditions.
  • Audit Requirement: FS typically need to be audited. However, a company qualifies for audit exemption if it is a ‘small company’ for the relevant financial year. A company is considered ‘small’ if it’s a private company that meets at least 2 of the following 3 criteria for the past two consecutive financial years:
    1. Total annual revenue ≤ S$10 million.
    2. Total assets ≤ S$10 million.
    3. Number of employees ≤ 50.

Step-by-Step Guide to Filing AR via BizFile+

The AR must be filed electronically via ACRA’s BizFile+ portal. Here’s how:

  1. Log In: Access the BizFile+ portal (www.bizfile.gov.sg) and log in using your CorpPass credentials.
  2. Navigate: Go to ‘eServices’ > ‘Annual Filing’ > ‘File Annual Returns (Local Company)’.
  3. Enter UEN & FYE: Input your company’s UEN and confirm the correct FYE for the return being filed.
  4. Verify Information: Review the pre-filled company details (address, officers, capital, etc.). Update any information that has changed before proceeding with the AR (using the relevant ‘Update’ eServices if necessary).
  5. Declare Company Status: Select the appropriate company type and status (e.g., private/public, solvent/insolvent, active/dormant, EPC status). This determines the FS filing requirements.
  6. Enter AGM/FS Date: Input the date the AGM was held, or the date financial statements were circulated if the AGM was dispensed with or exempt.
  7. Upload Financial Statements: If required, upload the FS. This usually involves selecting the XBRL file previously prepared and validated using the BizFinx tool. For companies allowed to file PDFs, use the upload function. Specify the accounting standards used. If FS filing is not required, complete the necessary online declarations.
  8. Confirm Details: Verify the final details, including officer, shareholder, and auditor information (if applicable).
  9. Declaration: The filer (usually the company secretary or a director) must make a declaration confirming the accuracy of the information submitted.
  10. Payment: Proceed to pay the S$60 filing fee using the available payment methods (e.g., Credit Card, PayNow).

Upon successful submission and payment, ACRA will provide an acknowledgement.

Filing Fees and Penalties for Lateness

  • Standard Fee: The fee for filing an Annual Return is S$60.
  • Late Filing Penalties: Filing after the deadline incurs late lodgement penalties:
    • S$300: If filed within 3 months after the due date.
    • S$600: If filed more than 3 months after the due date.
  • Further Action: Persistent failure to file AR can lead to ACRA taking enforcement action against the company and its directors, including offering composition sums (a penalty in lieu of prosecution) or initiating prosecution. Directors may face fines if convicted for breaching Section 197 Companies Act. ACRA may also strike non-compliant companies off the register.

Role of Your Corporate Secretary

The company secretary typically plays a crucial role in the AR filing process. Their responsibilities often include:

  • Monitoring statutory deadlines for AGMs and AR filings.
  • Coordinating the preparation and circulation of financial statements.
  • Preparing AGM documentation (if applicable).
  • Ensuring the accuracy of information filed with ACRA.
  • Lodging the AR via BizFile+ on behalf of the company.

Ensuring timely and accurate Annual Return filing is crucial for compliance. Mistakes or delays can be costly. For professional assistance with preparing and filing your company’s Annual Returns and managing other corporate secretarial duties, consider partnering with the experienced team at Raffles Corporate Services Pte Ltd.

Conclusion

Filing Annual Returns is a fundamental aspect of corporate compliance in Singapore. Understanding the requirements, deadlines, and the filing process via BizFile+ is essential for all companies. Timely and accurate filing helps maintain your company’s good standing with ACRA and avoids unnecessary penalties.

For further assistance or inquiries, you can contact the Raffles Corporate Services team via email at hello@rafflescorporateservices.com.

Yours sincerely,

The editorial team at Raffles Corporate Services