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What is an Annual Return?
Under the Companies Act (cap 50), all Singapore registered companies are required to file annual returns with ACRA to ensure that the company’s information on ACRA’s register is up to date. The company must also submit the date of its annual general meeting (AGM) if it has held its AGM, as well as the company’s financial statements (if applicable). Company officers may face enforcement action for failing to file their company’s annual return.
The annual return is an electronic form lodged with ACRA and contains important particulars of the company such as the name of the directors, secretary, its members, and the date to which the financial statements of the company are made up to. The annual return provides critical information that helps the company’s stakeholders to make informed decisions.
Below is a list of information that you are required to provide when filing the annual return.
1. Company Details
Confirm that the company type, registered office address, the particulars of the company officers, and details of registered charges are up to date. If the information has changed or is incorrect, you must update the details. You will also need to confirm whether there are any changes to your company’s primary and secondary business activities.
2. Shares and Share Capital
Verify your company’s shares details, such as the number of shares held, issued share capital, and amount of paid up share capital.
3. Financial Statements
Click here to to understand whether your company is required to file financial statements with the annual return. Companies that are not required to file financial statements must instead submit an online declaration, when filing their annual return.
If you are required to file a full set of financial statements in XBRL format, these must be prepared and validated before you can file the annual return.
4. Date of Annual General Meeting (AGM)
Indicate the date of your company’s annual general meeting (AGM), if it was held. This is not applicable if your company is exempted from holding AGMs or have dispensed with AGMs under Section 175A of the Companies Act.
For more details AGM, please see below for more information.
5. Tax return with IRAS
With the exception of dormant companies, you must still file your Income Tax Return (Form C-S/ Form C) with the Inland Revenue Authority of Singapore (IRAS), along with any supporting documents (e.g. financial statements and tax computation). Dormant companies must submit their Income Tax Return (Form C-S/ Form C) unless they have been granted a waiver from IRAS. Visit www.iras.gov.sg for more details on filing requirements for dormant companies.
When do You Need to File the Annual Return?
For non-listed companies (private limited company), you will need to file annual returns within seven months after financial year end. In the case for public listed companies, you will need to file within 5 months after financial year end.
In addition, note that the annual return can be filed only:
After an Annual General Meeting (AGM) has been held;
After financial statements are sent (if company need not hold an AGM);
After financial year end, for a private dormant relevant company that is exempted from preparing financial statements or that has dispensed with the AGM.
What is an Annual General Meeting (AGM)?
An AGM is a mandatory annual meeting of shareholders. At the AGM, your company will present its financial statements (commonly known as "accounts") before the shareholders so that they can raise any queries regarding the financial position of the company. All companies in Singapore are required to hold AGMs.
An AGM are conducted under the direction of the chairman of the meeting, who is usually the chairman of the board of directors. If your company’s Constitution does not specify a chairman to regulate the meeting, any member can be elected at the AGM to fulfil the role. The company secretary or an appointed corporate secretarial firm is required to prepare any necessary documentation for the AGM.
Please note the following when conducting your AGM:
1. Ordinary Business and Resolutions for which notice has been given
An AGM may only deal on ordinary business and on resolutions for which it is mentioned in the Notice of the AGM. Ordinary business is defined in the company's constitution and may include the following matters:
Appointment of directors/auditors
Remuneration for senior executives and directors
Consideration of accounts and balance sheets
Any other matters or resolutions may be considered special business and needs to be mentioned separately in the Notice of the the AGM.
If the shareholders vote on a topic that was not mentioned in the notice, the resolution may not be legally valid. This is because a member with voting rights may be absent during the meeting, and have no knowledge of the matter. Note that members also have the right to propose resolutions for the meeting.
2. Quorum for AGM must be met
Quorum is the minimum number of shareholders who must attend the AGM, for it to be considered valid. If the quorum is not specifically stated in your company’s Constitution, the minimum number is two shareholders (or their proxies).
3. Ensure proxies for shareholders are properly appointed
A proxy can attend and vote on behalf of a shareholder at the AGM. The proxy does not need to be a shareholder of your company. The procedure for appointment of a proxy should be in your company’s Constitution; the procedure may be applicable for all meetings, or only for the current meeting. Ensure that the procedures have been followed by members using proxies.
4. Ensure the accounts of the Company are properly presented
Directors are responsible for presenting the financial statements; directors' report; and auditor's report (if applicable) to the shareholders. These materials shall be sent together with the Notice of the AGM, at least 14 days* prior to the AGM.
*The minimum notice period is 14 days, though the Constitution may provide for a longer period of notice. The notice period can also be shortened, with the agreement of all the shareholders entitled to attend and vote.
5. Ensure proper voting on various resolutions
Your company’s Constitution covers the voting rights of shareholders, as well as the procedures for voting. Usually, all members have the right to vote, barring exceptional circumstances (e.g. a shareholder who has not paid up for shares issued to them, when notified by the company, may be denied the right the vote). Voting is done by a show of hands or a poll; but note that proxies are usually not allowed to vote by a show of hands, unless the company’s Constitution allows this.
When do You Need to Hold an AGM?
For non-listed companies (private limited company), you must hold an AGM within six months after your company’s financial year end and file the annual return within seven months after your company’s financial year end. In the case for public listed companies, you must hold an AGM within four months after your company’s financial year end and file the annual return within five months after your company’s financial year end.
Exemptions from Holding AGM / Dispensing AGM
1. Exemptions from holding an AGM
With effect from 31 August 2018, private companies can be exempted from holding AGMs if they send their financial statements to their shareholders within five months after the financial year end.
The exemption to hold an AGM is subject to the following safeguards:
A shareholder who wishes to request that an AGM be held must notify the company no later than 14 days before the end of the sixth month after the financial year end
Directors must hold an AGM within 6 months after the financial year end if notified by any shareholder of the company to do so. The company may seek the Registrar’s approval for an extension of time to hold AGM by the deadline (i.e. before the end of the six months after the financial year end)
Private companies must hold a general meeting to lay financial statements if any shareholder or auditor requests for it no later than 14 days after the financial statements are sent out. Directors must, within 14 days after the date of request, hold a general meeting to lay the financial statements.
2. Dispensing with AGM
A private company need not hold AGMs if all the shareholders pass a resolution to dispense with the holding of annual general meetings. Companies may pass written resolutions for matters that would have been tabled at an AGM. The written resolutions may be circulated via hardcopies or other legible form (such as e-mails) as agreed upon by the company and the shareholders.
A shareholder can request an AGM to be held for a private company even if it is exempted or has dispensed with the AGM. This is done by notifying the company no later than 14 days before the end of the sixth month after the company’s financial year end. Following the request, the company’s directors must hold an AGM within six months after the financial year end. The company can apply online to the Registrar for an Extension of Time before the deadline – i.e., before the end of the six months after the financial year end – if needed.
If a shareholder or auditor requests a general meeting after the private company’s financial statements are sent out, the company must hold a general meeting to lay the financial statements within 14 days of the date of request.
Applying for an Extension of Time
You can apply for an Extension of Time (EOT) of up to 60 days, if you need to delay holding the AGM or filing the annual return. You must make the EOT application before your AGM/annual return deadline. ACRA may require up to 14 working days to process the EOT application. This could take a little longer, if further clarifications are needed from you. As such, it is advisable to submit your application and payment more than 14 days in advance. Each EOT application costs $200.
Penalties for Failing to File Annual Returns
All companies are required to file their annual returns on time. There is a late lodgement fee of $300 imposed against companies for annual returns filed after the deadline. The relevant composition for late holding of the annual general meeting will also be imposed at the point of filing the annual return.
1. Court Prosecution
ACRA may prosecute the directors in court if they do not accept the offer of composition or when composition is not offered.
ACRA may also not offer composition after a summons is issued. ACRA will serve the summons to the director at his residential address by registered post. The summons will indicate the date, time and which Court the director has to appear before. If the director fails to attend court, a warrant for his arrest will be issued by the court. The director must attend court even if he has made representations to ACRA.
In court, the director can decide whether to plead guilty or claim trial to the charges. If the director is convicted by the court, he may be fined up to a maximum of $5,000 per charge.
2. Disqualification of Directors for Filing Breaches
A director who is convicted of three or more filing related offences under the Companies Act within a period of five years will be disqualified as a director, under S155 of the Companies Act. Once disqualified, an individual will not be allowed to be a company director or take part in the management of any local or foreign company for five years, effective from the date of the conviction. A disqualified director cannot take on any new appointment as a director, or be in any way directly or indirectly concerned or take part in the management of a company. ACRA will also disqualify a director with at least three companies struck off by ACRA within a period of five years.
2. Striking Off Companies that Failed to File Annual Returns
ACRA can strike off a company if there is reasonable cause to believe that a company is not carrying on business or is not in operation (e.g. fails to file annual returns for consecutive years.)
ACRA will also disqualify a director with at least three companies struck off by ACRA within a period of five years. Once disqualified, an individual will not be allowed to be a company director or take part in the management of any local or foreign company for five years, effective from the date on which the third company is struck off. A disqualified director cannot take on any new appointment as a director, or be in any way directly or indirectly concerned or take part in the management of a company. For the avoidance of doubt, the striking off of the three companies refers to striking off initiated by the Registrar and does not include voluntary applications for striking off.