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Two yearly duties catch new directors out: holding the annual general meeting and filing the annual return with ACRA, the Accounting and Corporate Regulatory Authority. The AGM is where the company presents its accounts to shareholders. The annual return is an online form that updates ACRA's record of the company. Rules below were checked on .
When are the AGM and annual return due?
Both dates run from the company's financial year end (FYE), not from the AGM. Older guides say to file within 30 days of the AGM. ACRA's current page counts months from the FYE instead, so use the table.
| Company type | AGM due | Annual return due |
|---|---|---|
| Non-listed company | Within 6 months after FYE | Within 7 months after FYE |
| Non-listed, with share capital and an overseas branch register | Within 6 months after FYE | Within 8 months after FYE |
| Listed company | Within 4 months after FYE | Within 5 months after FYE |
Example: a non-listed company with a 31 December year end holds its AGM by 30 June and files by 31 July. You cannot change the financial year end after the filing deadline has passed.
Can a private company skip the AGM?
Yes, in three situations. ACRA says private companies do not need an AGM if they:
- send financial statements to all members within five months after the FYE; or
- are dormant, unlisted (and not a subsidiary of a listed company) and have total assets of S$500,000 or less; or
- have all members pass a resolution to dispense with the AGM, handling AGM matters through written resolutions instead.
You still file the annual return and you still declare the AGM details in it, whether you held an AGM, were exempt or dispensed with it. Members keep a safety valve. A member can ask for an AGM up to 14 days before the six-month deadline, and a member or auditor can ask for a general meeting within 14 days of receiving financial statements.
What does the annual return contain?
Company name and registration number, company type, business activities, registered office address, details of directors, the company secretary and members, share information and, if required, financial statements. Most details are prefilled from your last filing, so you review and update.
Before you file, check that your records are current: officers, shareholders, share capital, any registered charges. ACRA says you are legally required to keep them up to date. Also check whether you must keep registers of registrable controllers, nominee directors and nominee shareholders.
How do you file the annual return?
- Log in to BizFile with Corppass as a business user. See Corppass.
- Open the "File annual returns" eService.
- Review the prefilled details and fix anything that changed.
- Add the financial statements or the online declaration. Companies that must file in XBRL do not attach a PDF if they submit the full set in XBRL. See XBRL filing.
- Declare your AGM details.
- Have the directors sign the directors' statement: one director if there is only one, at least two if there are several.
- Pay S$60. Records update as soon as the submission succeeds.
A director or the company secretary can file, or you can hire a corporate service provider. If the company secretary is already in place, the secretary usually owns this task.
What if you cannot make the deadline?
Apply for a 60-day extension of time before the deadline. It costs S$200, which ACRA does not refund even if the application is withdrawn or rejected. ACRA advises applying at least 14 working days early, because processing takes up to 14 working days and you cannot apply online once the deadline passes. Typical reasons include a delayed audit. A second extension is unlikely without strong reasons.
What does filing late cost?
| Delay | Cost |
|---|---|
| Up to three months after the deadline | S$300 |
| More than three months after the deadline | S$600 |
| Composition sum offered instead of prosecution | At least S$500 per breach (AGM and annual return) |
| Court fine on conviction | Up to S$10,000 per charge |
ACRA can also disqualify directors who are convicted of three or more filing offences in five years, and directors of three or more companies struck off within five years. ACRA's page gives a five-year disqualification for the filing offences and three or five years for struck-off companies, depending on repeat offences. File on time every year.
Does the annual return replace tax filing?
No. After the annual return you must still file your tax with IRAS, and dormant companies file too unless IRAS has granted a waiver. See corporate tax. Whether you need an audit is a separate question, covered under audit exemption.
Independent guide
SingaporeCompanySetupGuide.com is not ACRA and does not file on its own account. We keep the deadlines in one place with the date we checked them. If you want a provider to run your AGM paperwork and annual return, use the quote form on this page. We pass the request to suitable firms and they quote you directly.
Sources
- ACRA, Deadline and requirements: annual returns, https://www.acra.gov.sg/manage/companies/legal-requirements-common-offences/filing-annual-returns-companies/deadline-requirements/ (deadlines, dormant companies)
- ACRA, Due dates and requirements for AGMs, https://www.acra.gov.sg/manage/companies/legal-requirements-common-offences/holding-annual-general-meetings/due-dates-requirements/ (AGM rules, exemptions)
- ACRA, Steps to file an annual return, https://www.acra.gov.sg/manage/companies/legal-requirements-common-offences/filing-annual-returns-companies/steps-to-file/ (steps, S$60 fee)
- ACRA, Applying for an extension of time, https://www.acra.gov.sg/manage/companies/legal-requirements-common-offences/filing-annual-returns-companies/applying-for-an-extension-of-time/ (S$200, 14 working days)
- ACRA, Penalties for late annual return filing, https://www.acra.gov.sg/manage/companies/legal-requirements-common-offences/filing-annual-returns-companies/penalties-enforcement-late-annual-return-filing/ (penalties, disqualification)
