Singapore’s business-friendly environment has attracted entrepreneurs globally for over five decades. A key factor in this success is the Accounting and Corporate Regulatory Authority (ACRA), which oversees annual filing requirements for companies.
These requirements apply to nearly all Singapore-incorporated companies, including inactive ones. By meeting these obligations, companies show their commitment to good corporate governance and contribute to Singapore’s status as a global business hub.
This article will detail these requirements, providing you with the knowledge to meet your compliance responsibilities effectively and participate in Singapore’s thriving business community.
Why Does ACRA Maintain Strict Requirements?
ACRA, founded in 2004 (following the merger of the Registry of Companies and Businesses (RCB) and the Public Accountants’ Board (PAB)), aims to build a reliable business environment in Singapore. Its annual requirements serve several purposes:
- Clarity and Responsibility: Regular filings offer stakeholders current information on a company’s financial health and management.
- Rule Adherence: Yearly submissions allow ACRA to check compliance with the Companies Act and other regulations.
- Stakeholder Safeguards: Required disclosures give accurate, timely information to investors and other interested parties.
- Economic Soundness: Rigorous standards uphold Singapore’s standing, drawing foreign investment.
- Misconduct Prevention: Consistent filings and audits help spot and stop fraudulent activities.
- Global Standards: ACRA’s requirements match worldwide best practices in corporate governance and financial reporting.
When followed by companies, these exacting standards do more than just meet legal requirements. This collective effort by companies to adhere to ACRA’s guidelines maintains a cutting-edge, transparent, and appealing business ecosystem, solidifying Singapore’s status as a premier international business and talent hub.
ACRA Filing Requirements
Companies in Singapore must conduct an AGM each calendar year. The AGM serves as a platform for shareholders to review the company’s performance, make key decisions, and engage with company directors.
Key points about AGM requirements:
- Timing: Companies must hold their AGM:
- Once in every calendar year
- Within 15 months from the date of the last AGM, whichever is the earliest
- First AGM: New companies have 18 months from their incorporation date to hold their first AGM.
- Format: AGMs can be:
- Physical meetings held anywhere in the world
- Conducted via written resolutions, without the need for a physical meeting
- Agenda: Typical AGM discussions include:
- Approval of the Director’s Report and Audit Report (discussed in the next section)
- Re-election of Director(s) (if applicable)
- Approval of Directors’ fees, remuneration, and emolument
- Declaration of dividends, if any
- Reappointment of auditors
- Any other business
Read more: Everything You Need To Know About Annual General Meetings
Requirements for Reports/Accounts
- Financial Statements: Directors must present the company’s annual financial statements to shareholders at the AGM. These statements must be:
- Compiled per the Financial Reporting Standards of Singapore
- Not more than 6 months old from the date of the AGM (for unlisted companies)
- Consisting of:
- Balance Sheet
- Profit and Loss Statement
- Report of Directors & Statement by Directors
- Statement of Changes in Equity
- Cash flow Statement
- Corresponding Notes to Financial Statements
- Independent Auditors’ Report (if required)
- Exemptions: Some companies may be exempt from preparing audited reports if they meet certain criteria, such as:
- Small Company Criteria: Privately owned companies that meet at least two of the following in the current year:
- Annual revenue of up to S$10 million
- Total assets up to S$10 million
- No more than 50 employees
- Small Group Criteria: Groups that meet at least two of the following for two consecutive years prior to the current financial year:
- Consolidated revenue of up to S$10 million
- Consolidated total assets up to S$10 million
- No more than 50 employees in total
- Dormant Company: Companies with no accounting transactions since incorporation or since the end of the previous financial year
- Small Company Criteria: Privately owned companies that meet at least two of the following in the current year:
For small private companies, ACRA allows the option to dispense with holding AGMs if all shareholders agree. However, companies must still ensure they meet other statutory requirements, such as the timely filing of annual returns.
Filing of Annual Return
The annual return is a crucial document providing ACRA with up-to-date company information. All locally incorporated companies, whether active or dormant, must file this return annually.
Key aspects of filing the annual return include:
- Deadline: Companies must file their Annual Return within one month after holding their Annual General Meeting (AGM) or passing written resolutions in place of the AGM.
- Required Information: The Annual Return must contain the following details:
- Company name and registration number
- Company type during the financial year
- Principal activities
- Registered address
- Registered charges
- Summary of share capital and shares
- Information about company officers
- Shareholder information
- Dates of Annual Returns, AGM, and financial statements
- Financial statements (XBRL), if applicable
- Filing Process: Annual Returns are filed electronically through ACRA’s BizFile+ portal for local companies, foreign companies, and limited liability partnerships.
- Companies can file the return themselves if they have the necessary access rights; however, for seamless compliance, it is recommended that they engage a trusted corporate service provider such as InCorp.
- As part of this process, many companies must submit financial statements in XBRL (eXtensible Business Reporting Language) format. The specific XBRL requirements vary based on company type and exemption status.
- Sole proprietorships, partnerships, limited liability partnerships, and limited partnerships need not adhere to filing financial statements (FS) with ACRA.
- Extensions: Companies may apply for a one-time extension of time (EOT) of up to 60 days if they need more time to hold their AGM or file their Annual Return. The fee is S$200 for an AGM extension and S$200 for an Annual Return extension.
ACRA offers a Corporate Compliance and Financial Profile (CCFP) report, which provides an overview of an entity’s compliance record and financial health. This report includes the Business Profile, Compliance Profile, Financial Profile, Financial Ratios, and Audit and Directors’ Opinion.
This means a company’s record is open (via a S$50 paywall) to the public to assess statutory compliance and financial standing, particularly for due diligence purposes.
Filing Requirements for Different Company Types in Singapore
| Filing Requirements | Definition | Solvent – able to meet its debts when due | Insolvent – not able to meet its debts when due |
| Small Exempt Private Company | EPC with annual revenue less than S$10 million |
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| Normal Exempt Private Company | EPC with annual revenue of more than S$10 million |
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| Dormant Exempt Private Company | EPCs that do not have any accounting transactions (no business activities) for the financial year concerned or have not commenced business since incorporation |
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| Private Company
(Non-Exempt) |
A company limited by shares with at most 50 shareholders | Active
Dormant
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| Public Company |
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Active
Dormant
|
Related Read: Filing Your Singapore Company Tax Returns – Options
Penalties for Non-Compliance With ACRA
Late Lodgment Fees
ACRA imposes late lodgement fees for companies that file their Annual Returns after the due date:
| Filing Period | Late Fee |
| Within 3 months after due date | S$300 |
| More than 3 months after due date | S$600 |
Composition Sums
ACRA may offer composition sums to companies and directors in lieu of prosecution:
| Offence | Fee |
| Late holding of Annual General Meeting (Section 175) | S$500 |
| Late filing of Annual Return (Section 197) | S$300 |
Court Prosecution
If composition is not offered or accepted, ACRA may proceed with court prosecution:
- Directors may be summoned to court
- Maximum fine per charge: S$5,000 (if convicted)
Disqualification of Directors
| Offence | Consequence | Duration |
| 3 or more filing-related offences within 5 years | Disqualification from directorship | 5 years |
Striking Off
ACRA has the power to strike off a company for persistent non-compliance, such as:
- Failure to file Annual Returns for consecutive years
- Reasonable belief that the company is not carrying on business or is not in operation
New Penalties for Corporate Service Providers
Recent legislative changes have increased penalties for corporate service providers who breach anti-money laundering duties, with fines reaching up to S$100,000. These stricter regulations highlight the importance of selecting a trustworthy and compliant corporate service provider.
When addressing ACRA’s annual filing obligations and anti-money laundering regulations, collaboration with an established firm such as InCorp can prove advantageous. Longstanding, local providers such as InCorp possess extensive knowledge of Singapore’s corporate regulatory landscape and demonstrate a track record of ACRA compliance.
Opting for a reputable partner can potentially mitigate compliance risks and associated penalties, allowing your organisation to maintain focus on its core operations and strategic objectives.
Where to Next With InCorp
Meeting ACRA’s annual filing requirements helps maintain your company’s standing in Singapore’s business environment. These obligations, while complex, support Singapore’s reputation for corporate transparency and regulatory compliance.
By fulfilling these requirements promptly, your company avoids penalties and contributes to Singapore’s position as a leading global business centre.
For assistance with these filing processes, consider working with a registered filing agent such as InCorp. Our team can offer guidance and support, helping your company meet all ACRA requirements accurately and on time. Reach out to InCorp today to simplify your annual filing procedures and keep your company compliant with absolute confidence.
FAQs about ACRA Filing Requirements
- Companies in Singapore must hold an Annual General Meeting (AGM), prepare and submit financial statements, file directors' reports and audited accounts, submit the Annual Return, and file financial statements in XBRL format if applicable.
- Companies in Singapore should submit their Annual Return within one month after their Annual General Meeting (AGM) or after passing written resolutions in place of the AGM.
- Not all companies need to file audited accounts. Some Small Exempt Private Companies (EPCs) with annual revenue under S$10 million and dormant EPCs may not need to audit their accounts, depending on certain conditions.
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