Staying Compliant with ACRA
All Singapore private limited Company is subject to staying compliant with Accounting and Corporate Regulatory Authority (“ACRA”). Annual filings are mandatory for both active and dormant Singapore companies.
Failing to regularly meet ACRA ongoing compliance requirements in a timely manner can have consequences.
Table of Content
- Annual General Meeting (AGM) / Filing of Annual Returns (AR)
- Requirement for Filing Accounts
- Filing Directors Reports/Audited Accounts
- Filing of Annual Return
- Filing Financial Statements in XBRL
- Failure for non-compliance with ACRA
- Filing Requirements for Private Limited Companies in Singapore
- Certificate of Compliance
Annual General Meeting (AGM) / Filing of Annual Returns (AR)
Every Singapore Company needs to hold its Annual General Meeting (AGM) every calendar year and its financial statements are to be tabled at the AGM for the shareholders’ approval.
The Singapore Companies Act (Cap.50) states that every company is required to hold the Annual General Meeting (“AGM”):
- once in every calendar year
- 15 months from the date of the last AGM, whichever is the earliest
EXCEPTION: Newly incorporated companies are allowed to hold the first AGM within 18 months from the date of incorporation.
An AGM can be:
- physically held anywhere in the world, whereby the shareholders meet, or
- by way of written resolutions, whereby a meeting is not required.
The following matters are discussed in an AGM:
- To approve the Director’s Report/ Audit Report
- To approve Directors’ fees, remuneration and emolument;
- To re-elect the Director(s) (if applicable)
- To reappoint auditors
- To declare dividends, if any
- To transact any other business
Requirement for Filing Accounts
Where an AGM is held, directors of the company are required to lay before the shareholders, the relevant documents such as the company’s annual financial statements compiled in accordance with the Financial Reporting Standards of Singapore which must consist of:
- Report of Directors & Statement by Directors
- Independent Auditors’ Report (if required)
- Balance Sheet
- Profit and Loss Statement
- Statement of Changes in Equity
- Cash flow Statement
- Corresponding Notes to Financial Statements
Note: Section 201 of the Companies Act states that the financial statement must not be more than 6 months old from the date of the AGM (in case of unlisted company).
Filing Directors Reports/Audited Accounts:
A company is not required to prepare an audited report if
- Small Company Criteria: Applies if the company is privately owned, and meets at least two of the following in the current year:
- Annual revenue up to $10 million.
- Total assets up to $10 million.
- No more than 50 employees.
- Small Group Criteria: Applies if the group meets at least two of the following for two consecutive years prior to the current financial year:
- Consolidated revenue up to $10 million.
- Consolidated total assets up to $10 million.
- No more than 50 employees in total.
- Dormant Company: Applies if there have been no accounting transactions since incorporation or since the end of the previous financial year.
The company which meets with the above requirements can prepare an unaudited report which is commonly known as directors’ report.
Note: A company is considered dormant during a period in which no accounting transaction occurs. Dormant companies can be exempted from preparing audit reports, but will still be required to prepare unaudited report.
Filing of Annual Return
All locally incorporated companies are required to file their annual returns under the Companies Act, within one month of holding the AGM or the passing of written resolutions in place of the AGM.
The following information of the Company is required for filing of annual returns:
- Name & Registration Number
- Registered address
- Principle activities
- Company type during financial year
- Summary of Share Capital and shares
- Registered Charges
- Information of Officers of the Company
- Information of Shareholders
- Dates of Annual Returns, Annual General Meeting and Accounts
- Financial statements (XBRL), if necessary
Filing Financial Statements in XBRL
In Singapore, all incorporated companies must submit financial statements (FS) to ACRA, unless they are exempt. Certain companies need to file a complete FS in XBRL format, while others may submit key financial elements in XBRL with a complete set of FS as approved at the annual general meeting (AGM FS) in PDF format.
However, if your business is a sole proprietorship, partnership, limited liability partnership, or limited partnership, you are not obligated to file FS with ACRA.
Extension of Time
If your company requires more time to comply with the requirements for preparation of the financial statements for the holding of AGM and the filing of AR, a one time extension of time of either one or two months before the deadline to hold the AGM can be applied.
Failure for non compliance with ACRA
Failure for non compliance with the requirements for holding of AGM and filing of AR will incur penalty and/or court prosecution. The penalties imposed are dependant on the length of default and the number of sections (175, 197 and 201) of the Companies Act you have breached.
| Length of Default (Days) | Late Lodgement Fee |
|---|---|
| Not more than 30 days | $50 |
| Between 31 days to 60 days (Both days inclusive) | $75 |
| Between 61 days to 90 days (Both days inclusive) | $100 |
| Between 91 days to 180 days (Both days inclusive) | $150 |
| Between 181 days to 365 days (Both days inclusive) | $200 |
| Between 366 days to 730 days (Both days inclusive) | $250 |
| Between 731 days to 1095 days (Both days inclusive) | $300 |
| More than 1096 days | $350 |
Note: Obligations of a Director under S175, S197 and S201 Singapore Companies Act
Local companies to prepare accounts for Annual General Meeting (AGM) and file their Annual Returns under S175, S197 and S201 of the Companies Act
- Section 175 -to hold its AGM within 18 months of its incorporation. Thereafter, once every calendar year but not later than 15 months from the date of the last meeting.
- Section 201 -the accounts must not be made up to a date more than 6 months from the date of the AGM.
- Section 197 -to file the Annual Return within 1 month after holding the AGM.
Failure to comply – Late filing penalties and/or composition fines
- Fine of $5,000 & default penalty-s 175 & 197
- Fine of $10,000 or up to 2 years imprisonment for s 201
Disqualification for persistent default: 3 convictions within 5 years
Filing Requirements for Private Limited Companies in Singapore
| Filing Requirements | Definition | Solvent – able to meet its debts when they fall due | Insolvent – not able to meet its debts when they fall due |
|---|---|---|---|
| Small EPC | EPC with annual revenue less than S$10 million |
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| Normal EPC | EPC with annual revenue more than S$10 million |
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| Dormant EPC | EPC 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 EPC) |
A company limited by shares with at most 50 shareholders | Active
Dormant
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| Public Company |
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Active
Dormant
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Certificate of Compliance
Effective April 2010, companies that comply with all of the 3 requirements under sections 175, 197 and 201 of the Act will have a green tick () reflected in ACRA’s online Directory and will be eligible for a Certificate of Compliance, whilst those not in compliance with any or all of the requirements will receive a red cross () and will not be eligible for the certificate.
If you want to register with ACRA, you may do the first step of doing an ACRA company search.
FAQs
- Every company incorporated in Singapore is mandated to hold an AGM every calendar year. The AGM should be held within 15 months from the last AGM date or within 18 months from the date of incorporation for newly formed companies. At the AGM, financial statements need to be presented for shareholder approval.
- Yes, AGMs can be conducted physically anywhere in the world or through written resolutions without a physical gathering. This flexibility allows shareholders to approve necessary documents and make key decisions without meeting in person.
Meet all your annual filing requirements easily
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